Page 1 AGENDA FOR Council of Governors Meeting Date: Thursday 16 th June 2016 Time: 4.00pm-6.00pm Venue: Bechers Suite, Aintree Racecourse, Ormskirk Road, Liverpool, Merseyside L9 5AS No. Item Lead Details Timings A Opening Meeting A1 Welcome B Fraenkel Verbal 4.00 p.m. A2 Apologies B Fraenkel Verbal to note 4.10 p.m. A3 Declarations of Interest B Fraenkel Verbal to note 4.11 p.m. A4 Minutes of the Previous Meeting – 6 May 2016 B Fraenkel Paper for decision [ref COG16/17/008] 4.12 p.m. B Acquisition of Calderstones B1 Acquisition of Calderstones Partnership NHS Foundation Trust E Darbyshire (C Lyons) Paper for decision [ref COG16/17/009] 4.15 p.m. B2 Revised Constitution A Meadows Paper for decision [ref COG16/17/010] 4.45 p.m. C Our Services C1 Contracts Mediation – Addictions Service N Smith Paper to note [ref COG16/17/011] 5.00 p.m. D Our Governance D1 Induction and Visits A Meadows Paper to note [ref COG16/17/012] 5.10 p.m. D2 Approval to Establish a Nomination and Remuneration Committee A Meadows Paper for decision [ref COG16/17/013] 5.25 p.m. D3 Governor’s Handbook A Meadows Paper for decision [ref COG16/17/014] 5.35 p.m. D4 Corporate Governance Statement – NHS Improvement Self-Certification S Jennings Paper to note [ref COG16/17/015] 5.40 p.m. D5 Future Meeting Arrangements & Annual Cycle of Business A Meadows Paper to note [ref COG16/17/016] 5.50 p.m. E Any Other Business E1 Any Other Business Governors Verbal 5.55 p.m. Please note that Council of Governor meetings are meetings held in public. Any member of the public can attend these meetings, although they do not have the right to participate.
Transcript
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AGENDA FOR
Council of Governors Meeting Date: Thursday 16thJune 2016 Time: 4.00pm-6.00pm
D5 Future Meeting Arrangements & Annual Cycle of Business
A Meadows Paper to note [ref COG16/17/016]
5.50 p.m.
E Any Other Business
E1 Any Other Business Governors Verbal 5.55 p.m.
Please note that Council of Governor meetings are meetings held in public. Any member of the public can
attend these meetings, although they do not have the right to participate.
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Status of these minutes (check one box): Paper No: COG16/17/008
Draft for Approval: ☒ Report to: Council of Governors
Formally Approved: ☐ Meeting Date: 16 June 2016
MINUTES OF THE MEETING OF THE
Council of Governors Date: Friday 6 May 2016 Time: 2pm-4pm
Venue: Rooms 2 & 3, V7 Building, Kings Business Park, Prescot, Merseyside, L34 1PJ
Name Job Title (Division/ Organisation*) *if not Mersey Care
Present: Beatrice Fraenkel Clare Austin Johanna Birrell Debra Doherty Sara Finlayson Neil Frackelton Mandi Gregory Mike Jones David Kitchen Jane Lunt Ian MacFarlane Mark McCarthy Teresa McDonnell Hetal Mehta Jayne Moore John Mousley Eileen Petrie Mark Tattersall Hilary Tetlow Maria Tyson Veronica Webster Sandra Wright-Perkins
Chairman Appointed Service User – Local (Liverpool, Sefton & Knowsley) Service User – Local (Liverpool, Sefton & Knowsley) Staff – Other Clinical, Scientific, Technical and Therapeutic Appointed Staff – Non Clinical Staff – Non Clinical Staff – Other Clinical, Scientific, Technical and Therapeutic Staff Appointed Public – West Midlands, NW England & Wales Service User – Local (Liverpool, Sefton & Knowsley) Service user – Local (Liverpool, Sefton & Knowsley) Staff – Medical Public – Liverpool Public – Sefton Public – Sefton Public - Knowsley Carer – Local (Liverpool, Sefton & Knowsley) Staff – Nursing Appointed Public – Liverpool
In Attendance: Joe Rafferty Andy Meadows Sarah Jennings Paula Murphy Claire Ravenscroft Pam Williams Alison Bacon Louise Edwards Elaine Darbyshire
Chief Executive Trust Secretary Deputy Trust Secretary/FT Lead Corporate Governance Officer Deputy FT Lead Non Executive Director Systems and Membership Manager Director of Strategy and Planning Executive Director of Corporate Governance & Communications
Apologies Received: George Allen Jess Chittenden Martin Murphy Brian Murphy Scott Parker Tony Leo
Carer – Local (Liverpool, Sefton and Knowsley) Public – Liverpool Service User – Local (Liverpool, Sefton & Knowsley) Carer – Local (Liverpool, Sefton and Knowsley) Staff – Nursing Appointed
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ISSUES CONSIDERED 2016
A1 WELCOME AND INTRODUCTIONS
1. Mrs Fraenkel (Chairman) welcomed all members to the inaugural meeting of the Council of Governors (the Council) and introduced Mr Rafferty, Chief Executive of the Trust.
2. Mr Rafferty informed the Council that the Trust had now formally been authorised as a Foundation Trust and acknowledged the hard work undertaken to achieve this goal and the importance of the Council’s role in the Trust’s future as an FT.
3. Following self-introductions of all attendees, Mrs Fraenkel thanked Governors for standing for election and acknowledged the range of backgrounds and experiences that members would bring to the Council and subsequently to the Trust and the services it offered. Mrs Fraenkel noted that the majority of Governors had attended one of the two Induction Sessions which had focussed on the role of Governors but acknowledged the need for further information regarding Mersey Care and the services provided. Further training and development sessions would be arranged in due course and it was important that Governors communicated their information and training requirements so that future development sessions could be tailored to suit needs.
4. Mrs Fraenkel advised Governors that she or Mr Meadows (Trust Secretary) may be contacted outside of Council meetings with any questions or issues directly. In addition, Non-Executive Director, Mr Gerry O’Keeffe, as the Senior Independent Director, would also be available to discuss any matters outside of the standard processes if required, and could be contacted via Mr Meadows.
5. Mrs Fraenkel stated that all future meetings of the Council would be conducted on the understanding that Governors had read all available reports prior to the meeting and if any questions were identified, they may be raised before the meeting if appropriate via Mr Meadows
A2 APOLOGIES 6. The apologies for absence received for this meeting are detailed on page one.
A3 DECLARATIONS OF INTEREST 7. No declarations of interest were made.
8. Mr Meadows advised that as a public body, Governors must declare any interests
where either they or a close relative or associate has a controlling and/or significant financial interest in a business, or in any other activity or pursuit, which may compete for an NHS contract to supply either goods or services to the Trust. The Trust must demonstrate openness and transparency and declarations of interests were an
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important element of this process. Mr Meadows asked Governors to review their declared interests (agenda item B1a, appendix B) and to contact him directly to discuss any additional interests that may need to be declared.
B1 CONSITUTION AND OPENING GOVERNANCE ARRANGEMENTS 9. Mr Meadows stated that as an NHS Trust going through the FT process, some
additional governance arrangements were required to be instigated which ordinarily, the Council of Governors would be involved in developing. A copy of the Constitution had been provided to Governors which set out requirements of the Council and outlined the basic structure and frequency of meetings.
10. In respect of the Constitution and other key documents that would be useful to Governors, Mr Meadows confirmed that a Governor’s webpage was in development and would enable access to such documents with the aim of ensuring Governors are kept informed and updated. A confidential section of the webpage would also be created to enable communication with governors and access to restricted documents.
11. Mr Meadows confirmed that the Board of Directors were being asked to note the appointment of the existing Chairman, non-executive directors and senior independent director, and approve the appointment of the external auditor (Grant Thornton) for 2016/17 prior to embarking on a market testing exercise to appoint an external auditor from 2017/18. Mr Meadows added that as the Trust were currently already 2 months into the financial year 2016/17; it was proposed that the current auditors (Grant Thornton) were retained for the remainder of the financial year to ensure continuity. The Council of Governors would then be required to appoint an auditor from 1 April 2017.
12. Ms Moore queried what measures were in place to ensure Grant Thornton were not
conflicted with regards to the acquisition of Calderstones. Mr Meadows advised that Grant Thornton were not assisting with the acquisition.
13. Mr Meadows referred to the Lead Governor role and proposed that appointment to this
role be deferred for several meetings to allow sufficient time for the Governors to build up a rapport and understand the skills and experience of others prior to nominating a suitable Lead Governor.
14. In response to Ms Doherty, Mr Meadows confirmed that Mr O’Keeffe holding the
position of both Vice Chair and Senior Independent Director did not pose a conflict of interest.
15. Ms Doherty queried the absence of the Senior Independent Director at the meeting, to
which Mr Meadows highlighted that this was attributed to the tight timescales involved in arranging the inaugural meeting of the Council of Governors but confirmed that future meeting dates would be scheduled to permit Non Executive Directors to attend the meetings where possible. Mr Meadows added that Non Executives were not members of the Council of Governors and therefore were not required to attend these meetings; however they would routinely be invited.
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Action
Lead Timescale Status
Recommendations approved by the Council of Governors, namely: • note the Constitution; • note the Council of Governors Code of Conduct
(Appendix A); • note and review, and update if necessary, the
Register of Interest (Appendix B); • in accordance with the Constitution, note the
appointment of the existing Chairman and non-executive directors;
• note that Gerry O’Keeffe has been appointed as the Senior Independent Director;
• to approve retaining Grant Thornton as the trust’s external auditor for 2016/17 and deferring a market testing exercise to appoint external auditors for 2017/18; and
• defer the appointment of the Lead Governor for a few meetings.
Further actions required: • None identified
B2 MEMBERS OF THE COUNCIL OF GOVERNORS AND THE BOARD OF DIRECTORS
16. Mr Meadows provided a report sharing information in relation to Governors, Governors terms of Office and the Board of Directors.
17. Mr Meadows confirmed that as this was the first election to the Council of Governors, the initial appointments (tenure) were staggered to provide consistency to the Council throughout the next round of elections. Governors terms of office were defined in the report, but Mr Meadows advised he would write formally to all members confirming their tenure.
18. In response to clarification sought by Ms Birrell, Mr Meadows advised that at the end of a Governor’s tenure, the formal election process would need to be undertaken should a Governors wish to be re-elected.
19. Ms Doherty queried whether Governors seeking re-election would need to remain in
the same constituency as their initial election. Mr Meadows confirmed that this was not the case and as such, a service user member could apply for election as a public member subject to them changing their constituency through the membership office.
Action
Lead Timescale Status
Recommendations approved by the Council of Governors, namely: • note the contents of this paper • note the initial terms of office for elected and
appointed governors • provide updated pen portraits for use on the trust’s
website
Further actions required: • None identified
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B3 ANNUAL PLAN 20. Ms Edwards (Director of Strategy) provided a presentation of the Trust’s Operational
Plan for 2016/17 which had been prepared in line with the guidance issued by NHS England. Ms Edwards advised that the Trust were 3 years into delivering its 5 year strategy and confirmed that the delivery of the strategy and the priorities for 2016/17 had taken account of the national requirements set out by NHS England.
21. Ms Edwards outlined to the Council of Governors: a) The strategy for perfect care; b) Why a plan was necessary; c) Highlights from 2015; d) Strategy summary; e) How delivery would be ensured.
22. Dr Mehta queried why the Trust did not provide services for children. Ms Edwards confirmed that Child and Adolescent Mental Health Services (CAMHS) were provided by Alder Hey Hospital, but if Commissioners were to decide the current provider was no longer adequate, Mersey Care would be in a position to bid to provide the service.
23. Mr Frackelton noted the need for the Trust to strengthen its relationship with the
voluntary sector and asked that this was reviewed. Ms Edwards concurred and committed to review potential partnerships in order to connect with local communities. Mrs Fraenkel welcomed Mr Frackelton suggestion.
24. With regards the transformation programmes, Mr Frackelton questioned whether the
Trust had considered utilising the Six Sigma, a set of techniques and tools for process improvement. In response, Ms Edwards advised that the Trust applied the Kaizen model which had a robust evidence base towards quality improvement.
25. Mr MacFarlane raised a question in relation to inpatient/outpatient case load and
length of stay stating that within acute services pressures came from increasing work and diminishing cost with the main goal being to reduce the stay of inpatients. Ms Edwards stated that more detailed information could be distributed outside of the meeting. Mr Rafferty confirmed that the Trust had approximately 700 inpatient beds, 300 of which were secure services beds which served a wide footprint. In addition, there were approximately 250 beds within local services. The length of stay was dependant on the service with length of stay being longer within adult mental health services and shorter in older people’s services. Mr Rafferty added that referrals into the Trust were increasing by approximately 5% yearly and Mersey Care had reduced inpatient beds by approximately 100 whilst increasing its community service provision in an effort to safely reduce costs.
26. Mr Meadows acknowledged the need to provide further details to Governors regarding
the Trust and it services, some of which was provided through the Governor Information Pack and confirmed that further induction programmes would be arranged. Mr Meadows asked Governors to contact him directly either by email or telephone with
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any suggestions of specific topics or areas they would like to be included in future induction/ training programmes.
27. Mrs Webster referred to the Trust’s new strategy of zero tolerance for suicide and self
harm and queried how successful this strategy had been and what plans were in place to ensure implementation. Ms Edwards suggested that Dr Fearnley, Lead for this area of work, was be asked to attend the next Council of Governors meeting to outline progress to Governors. Ms Edwards confirmed that work had been undertaken with staff and service users to ensure engagement in the development of the Strategy which was launched in autumn 2015. All discharged patients must have a safety plan in place and staff had been trained accordingly.
Action
Lead Timescale Status
Recommendations approved by the Council of Governors, namely: • Note the contents of the annual operating plan
Further actions required: • Governors to contact Mr Meadows with suggestions
of items to include in future induction programmes • Dr Fearnley to provide an update on Zero Tolerance
strategy
All D Fearnley
June 2016 July 2016
Due Jun-16 Due Jul-16
B4 NHS PROVIDER LICENCE 28. Mr Meadows highlighted that the Council of Governors should be provided with a copy
of the NHS Provider Licence and stated that this would be circulated to Governors for information.
Action
Lead Timescale Status
Recommendations approved by the Council of Governors, namely: • Note the verbal update
Further actions required: • Circulate NHS Provider Licence to Governors
A Meadows
June 2016
Due Jun-16
B5 YOUR DUTIES AND INFORMATION PACK FOR GOVERNORS
29. Mr Meadows provided Governors with Monitor’s guidance document entitled, ‘Your Duties: a brief guide for NHS foundation trust governors’ along with a Mersey Care ‘Information for Governors’ document. Mr Meadows stated that these documents were aimed at assisting new Governors to fulfil their duties and if any further information was required, Governors were free to contact him directly outside of the meeting.
Action
Lead Timescale Status
Recommendations approved by the Council of Governors, namely: • Note / receive the guidance documentation provided
Further actions required: • None identified
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C1 ACQUISITION OF CALDERSTONES 30. Mr Rafferty provided a presentation to Governors on Mersey Care’s plans to acquire
Calderstones Partnership NHS Foundation Trust (Calderstones) from 1 July 2016. Under Mersey Care’s Constitution (paragraph 48) a trust could only apply to acquire another NHS Foundation Trust with the approval of more than half of the members of the Council of Governors. Mr Rafferty advised that Governors were not being asked to make a decision on this matter at today’s meeting; as such decisions could only be taken once NHS Improvement (the regulator for NHS Foundation Trusts, formerly known as Monitor) has issued its Risk Rating for the proposed transaction. Instead, the report and presentation provided were aimed at providing a background briefing to Governors prior to requesting a decision. An extraordinary Council of Governors meeting would be held on a date still to be confirmed, when a decision would be required.
31. Mr Rafferty summarised the key issues as follows:
• Mersey Care had been working collaboratively with Calderstones Partnership NHS Foundation Trust since May 2014
• In July 2015 Mersey Care prepared an Outline Business Case to acquire the forensic services only (i.e. not all of the trust), subject to Mersey Care becoming a Foundation Trust (FT)
• In October 2015 NHS England made a number of announcements o Homes not Hospitals for People with Learning Disabilities (a new
national policy) o plans to close Calderstones main hospital site in Whalley Lancashire by
the end of 2018 o that Mersey Care would acquire the whole of Calderstones
• In March 2016 Mersey Care submitted a Full Business Case to NHS Improvement to acquire Calderstones
• NHS Improvement was currently assessing the application to acquire Calderstones
32. With reference to the inclusion of existing governors from Calderstones to the newly formed Mersey Care Council of Governors, Dr Mehta stated that care would be required to ensure the Council remained productive without being over represented. Whilst it was important to ensure any gaps in acquisition were addressed, it was essential that the Council was not expanded more than was necessary. Mr Meadows concurred and confirmed that the intention was to establish a working group of 4 or 5 Mersey Care Governors in addition to a representative from Calderstones to work with Mr Meadows on changes to the constitution to reflect the acquisition of Calderstones. Mr Meadows added that potentially work would need to be completed on this project by the first week of June to allow timely sign-off of the revised Constitution before the extraordinary Council of Governors meeting (date to be confirmed).
33. In response to Ms Birrell, Mr Meadows confirmed that an updated constitution would be required with the acquisition proposal.
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34. Mrs Fraenkel requested that any Governors interested in joining the working group and assisting with this project should contact Mr Meadows by Wednesday 11 May 2016.
Action
Lead Timescale Status
Recommendations approved by the Council of Governors, namely: • note this report • note that the Council of Governors will be asked to
formally consider the proposed acquisition at an extraordinary Council of Governors meeting on Thursday 16 June from 4.00 p.m. to 6.00 p.m.
Further actions required: • Governors interested in assisting with work on the
Constitution should contact Mr Meadows directly
A Meadows / ALL
11 May-16
Due 11 May-16
D1 DRAFT GOVERNORS HANDBOOK 35. Mr Meadows tabled the Draft Governors Handbook intended to provide a range of
documents to inform governors of their responsibilities and provide a number of procedures to inform the Council of Governors how it may discharge its responsibilities. Mr Meadows noted that further development of the document was required and feedback would be welcomed.
Action
Lead Timescale Status
Recommendations approved by the Council of Governors, namely: • note /receive the Draft Governors Handbook
Further actions required: • Feedback to Mr Meadows directly
A Meadows / ALL
Jun-16
Due Jun-16
D2 LESSONS FROM THE MEMBERS COUNCIL 36. Mr Meadows provided a report in relation to lessons learnt from the predecessor to the
Council of Governors, the Member’s Council, which was disbanded in December 2014. Mr Meadows acknowledged that going forward, the Trust HQ was not the most appropriate location for future meetings due to accessibility and parking issues and confirmed alternative venues would be considered for future meetings.
D3 POSSIBLE WORKING GROUPS 37. Mr Meadows advised that the Council of Governors may wish to establish a series of
working groups in due course and noted that this would be at the decision of the Council. Such working groups may include: a) Constitution Working Group b) Membership Engagement c) Induction, Training and Information
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D4 FUTURE MEETINGS 38. Mr Meadows noted that the planned date for the extraordinary Council of Governors
meeting scheduled for 16 June 2016 at 4pm coincided with a sporting event which may impact on attendance. Mr Meadows agreed to look into this further and confirm arrangements.
Action
Lead Timescale Status
Further actions required: • Mr Meadows to confirm arrangements for the next
and future Council of Governors meetings.
A Meadows
Jun-16
Due Jun-16
E1 ANY OTHER BUSINESS
39. No other business was discussed.
40. The meeting closed.
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COUNCIL OF GOVERNORS Report provided (check necessary boxes): Paper No: COG16/17/009
To Note: ☐ For Decision ☒ Meeting Date: 16 June 2016
Acquisition of Calderstones
Report Author(s): Elaine Darbyshire, Executive Director of Communications and Corporate Governance Chris Lyons, Acquisition Programme Director
Summary of Key Issues:
This paper outlines the background, process and benefits of the acquisition of Calderstones Partnership NHS Foundation Trust (Calderstones) by Mersey Care NHS Foundation Trust (Mersey Care) and asks the Council of Governors to agree to progress a joint application to NHS Improvement for the acquisition. The governors are responsible for satisfying themselves that the Board of Directors has: • been thorough and comprehensive in reaching its proposal (that
is, has undertaken proper due diligence) • obtained and considered the interest of trust members and the
public as part of the decision making process
Recommendation:
The Council of Governors is asked to: 1) approve the making of a joint application with Calderstones
Partnership NHS Foundation Trust to NHS Improvement, in accordance with section 56(A)(1) of the National Health Service Act 2006, for the acquisition of Calderstones by Mersey Care (acquisition), noting that the acquisition is a significant transaction for the purposes of paragraph 48 of Mersey Care’s Constitution.
2) In making such approval the Council of Governors are satisfied that the Board of Directors has: a) been thorough and comprehensive in reaching its proposal
(that is, has undertaken proper due diligence) b) obtained and considered the interest of trust members and
the public as part of the decision making process PURPOSE
1 This paper outlines the background, process and benefits of the acquisition of Calderstones Partnership NHS Foundation Trust (Calderstones) by Mersey Care NHS Foundation Trust (Mersey Care) and asks the Council of Governors to agree to progress a joint application to NHS Improvement for the acquisition.
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2 The governors are responsible for satisfying themselves that the Board of Directors has: a) been thorough and comprehensive in reaching its proposal (that it has undertaken
proper due diligence) b) obtained and considered the interest of trust members and the public as part of the
decision making process.
3 Provided appropriate assurance is obtained, governors should not unreasonably withhold their consent for the proposal to go ahead.
BACKGROUND – CONSIDERING THE PROPOSAL
4 In accordance with the National Health Service Act 2006 (NHS Act) and the Mersey Care Constitution, the governors of Mersey Care must hold the non-executive directors to account, both individually and collectively, for the performance of the Board of Directors, and represent the interests of their members and the public.
5 It is a decision of the Board of Directors as to whether an acquisition should proceed but this decision is conditional:
a) in respect of the acquisition itself, on Mersey Care obtaining the approval of more than half of its governors; and
b) as this acquisition is a “significant transaction” for the purposes of Mersey Care’s Constitution, approval needs to be obtained from more than half of Mersey Care’s governors voting.
6 “Significant transaction” is defined in paragraph 48.3 of Mersey Care’s Constitution. Mersey Care has essentially adopted NHS Improvement’s definition of a significant transaction. NHS Improvement has confirmed that the acquisition is a significant transaction.
7 It is recommended that the Council of Governors combines both voting procedures. This means that the Council of Governors will be asked to approve the trust’s application to NHS Improvement for the acquisition of Calderstones, whilst noting that the acquisition is a significant transaction. This will need to be approved by a majority of Mersey Care’s governors.
8 The Board of Directors must help the governors decide whether to approve an acquisition by providing sufficient information to enable them to be able to make an informed judgement, consistent with the general requirement for Foundation Trusts to ensure that their governors are equipped with the skills and knowledge they need to fulfil their role.
9 Executive directors should explain to the governors why they believe the transaction is necessary, and provide evidence to support their view.
10 Non-executive directors should challenge the executives to justify their recommendations, deal with the risks involved and seek assurance that the executive directors’ decisions are the right ones.
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BACKGROUND TO THE PROPOSAL
11 Calderstones provides on-site assessment and treatment for people with complex learning disabilities at their hospital-base at Whalley in Lancashire together with community service that includes more than 40 houses across the North West. Calderstones has an annual income of £37.5 million and 868 full time staff. Calderstones and Mersey Care manage significant number of patients who need differing levels of secure inpatient care and treatment and who have multiple diagnoses.
12 Both Mersey Care and Calderstones share a common goal to provide better managed care pathways so that people in secure services progress through a care pathway in the most effective, and least restrictive environment and that they are cared for as close to their homes and communities as possible.
13 On 30 October 2015 NHS England, in conjunction with the Local Government Association and the Director of Adult Social Services, announced the introduction of a £45 million transformation plan called Homes not Hospitals for People with Learning Disabilities (this is supported by a national plan called Building the Future). The objective of this initiative is to move people with learning disabilities (LD) into “more appropriate community settings”, with the NHS providing funding to local authorities where people with learning disabilities have been “inappropriately” housed in NHS hospitals for more than five years. The report also signalled a 25% reduction in the number of medium secure LD beds and a 50% reduction in low secure LD beds, again with people being supported in the community.
14 Calderstones and, independently, family members, also took part in a major consultation, called No Voice Unheard, No Right Ignored, which opened in the spring of 2015. This asked about the transformation of the care of people with learning disabilities, autism and mental health problems, as promised in the wake of the Winterbourne View scandal. The results of this consultation were announced on 10 November 2015 and supported the statement by NHS England in October.
15 Calderstones had carried out a review of its clinical and financial viability in early 2014. This concluded that Calderstones was not sustainable either from a financial perspective or clinically. In order to ensure safe continuity of service and to preserve the skills base of staff it was deemed necessary to identify a partner organisation to align with. A number of possible partnership options were identified and investigated at a senior level. This was done in terms of their service provision (in particular the secure service provision), quality, values and other features of potential compatibility. As a result, Mersey Care was identified as the organisation with the greatest synergies. Staff and stakeholders were informed of the Calderstones’ strategic direction.
16 Since this decision both trusts have increased their close working arrangements and a number of joint appointments are in place. These include the secondment of Mersey Care’s Medical Director to Calderstones (whilst retaining his post at Mersey Care) and a joint Director of Development and more recently further secondments from Mersey Care to Calderstones in the form of Mersey Care’s Executive Director of Finance
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(whilst retaining his post at Mersey Care) and Mersey Care’s Deputy Director of Workforce to be Calderstones’ Associate Director of Workforce (a non-voting post on Calderstones Board of Directors).
17 The close cooperation between the two trusts also led in September 2014 to the approval of a Strategy for Collaborative Clinical Working which described a shared clinical vision and identified high priority areas for joint working. In July 2015 both trusts approved an Outline Business Case for the Acquisition of Calderstones by Mersey Care, based originally on acquiring the forensic services only. The acquisition proposal now being recommended by the Board of Directors is a ‘lift and shift’ model incorporating all the services provided by Calderstones, which in turn has been informed by the Homes not Hospitals policy and the announcement by Simon Stevens outlined below.
18 These appointments have supported the work programmes that resulted from Calderstones’ Care Quality Commission (CQC) inspection in July 2014. That inspection had led to significant adverse publicity about Calderstones however, following the implementation of the action plan and joint work between the two trusts, the second CQC inspection in October 2015 rated the Calderstones as “Good”.
19 In addition to the national announcement made in October 2015, and specifically regarding Calderstones, Simon Stevens (Chief Executive of NHS England) stated that:
“NHS England will [also] cease commissioning secure services on the Calderstones site.” and “all hospital beds on the current Calderstones site will therefore, subject to consultation, close and be re-provided over the next three years on a case by case basis for each patient, in the community or in new state of the art units elsewhere in the North West, and the Calderstones site will close.“
20 This announcement crystallised the discussions between Calderstones and Mersey Care, the principles of which had already been endorsed by both trusts’ Boards of Directors :
a) Calderstones will be acquired Mersey Care by the 1 July 2016 (subject to approval by the regulator NHS Improvement);
b) all of the Calderstones services (for people with Learning Disabilities) will be incorporated into Mersey Care as a third clinical division of Mersey Care in the first instance (to be called the Specialist Learning Disability Division);
c) transferring services will become the responsibility of the proposed new Executive Director of Operations from 1 July 2016, with responsibility for the relevant corporate and support services being mapped to the existing portfolios of Mersey Care Executive Directors when they transfer (see sub-paragraph (e) below);
d) Calderstones staff will “lift and shift” to Mersey Care on day 1;
e) Calderstones’ Corporate Services directorate will be restructured within 12 months of the acquisition and included into Mersey Care’s Corporate Division;
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BENEFITS AND OPPORTUNITIES
21 In the lead up to the Outline Business Case in July 2015 by Mersey Care to acquire Calderstones, a strategic analysis of the benefits and opportunities likely to be created as a result of the acquisition was undertaken. This has been updated to take account of Homes not Hospitals for People with Learning Disabilities, Building the Future and Simon Stevens’ announcement. This analysis set out in the business case identified the following three compelling arguments for both the joint working and the Acquisition as follows:
a) the integration of Calderstones and Mersey Care pathways of care and the co-location of their services could enable significant improvements in care, including care being provided to people closer to their families and friends, and to help people step down into less restrictive community settings over time, making better use of the combined workforce skills and expertise. This aligns with the aspirations set out in the Homes not Hospitals for People with Learning Disabilities / Building the Future programme. There is a compelling case for better redesign of learning disabilities and mental health pathways to shift care from hospital to community settings based on natural synergies between Mersey Care and Calderstones combined expertise. In recent years Mersey Care has chosen to work differently with community providers and primary care to deliver better out-of-hospital care and more integrated care pathways. Nowhere has this shift from inpatient to community-based care been more evident than in its learning disabilities services. Mersey Care has some invaluable organisational learning to help the services provided by Calderstones make a similar shift;
b) there is already significant overlap and similarities between the services provided by both trusts, particularly in the secure (forensic) services arena: • both trusts manage patients that require differing levels of secure inpatient care
and treatment. Calderstones has around 200 inpatients within its medium secure, low secure and enhanced/step down services whilst Mersey Care has around 400 patients within secure mental health provision which includes high, medium and low secure services and a community forensic team,
• both trusts care for patients with multiple diagnoses, including significant number of patients with personality disorder and other developmental disorders, cognitive impairment (including learning disabilities) and mental illness. The full spectrum of mental disorder is found in patients from both services,
• both trusts have patients who also have significant long-term physical health needs,
• both trusts have patients with similar offending profiles such as sexual offences, fire setting and seriously assaultive behaviour including homicide,
• both trusts are seeking to develop a continuous care pathway from high secure through to community support and independent living, with the emphasis on reducing lengths of stay and placing patients in the least restrictive environment possible;
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c) there is a national and international shortage of skilled clinicians from all professional groups. Clinical expertise is necessary for high quality care and senior clinicians often set the culture and direction of service changes. Attracting a critical mass of clinical leaders who can introduce new ways of thinking about care is vital for progress. The influence can be profound – advanced models of care can be developed through a larger pool of staff to collaborate with each other. This is more difficult when working across different and potentially competing organisations and innovation can be competitive rather than collaborative. The NHS acknowledges that the spread and adoption of innovation is perhaps the most difficult aspect of innovation. A unified vision in a single organisation will help break down resistance, creating a greater body of expertise for these highly specialised services. There are opportunities for joint appointments across mental health and learning disabilities with specialisms and super-specialisms where it can be challenging to attract and retain clinicians;
d) the completion of the acquisition will result in the enlarged Mersey Care becoming one of the largest and leading providers of Forensic Learning Disability Services in the country. In time this will allow for the further development of these services in a way which may not be possible within the two standalone trusts.
DEVELOPMENT OF THE CLINICAL MODEL
22 In early January 2016 a Working Group was established with senior clinical, operational and financial staff representation from Mersey Care and Calderstones Partnership. The role of this group was to identify and analyse the clinical and financial implications of the acquisition. A series of round table meetings were facilitated jointly by the Acquisition Programme Director and Deloitte in order to develop an appropriate clinical model which would meet the requirements for future service provision set out in the Homes Not Hospitals and the Building the Future policy documents. The group agreed to use four levels of service provision as the building blocks for developing the future model of care. These are:
a) Medium Secure Services;
b) Low Secure and Step Down Services;
c) Enhanced Support Services;
d) Community Services.
23 The work of this group resulted in the development of a comprehensive Clinical Model paper which describes the restructuring of Clinical Services over a 3-year period. The key characteristics of this restructuring of Clinical Services from an institutional based model to a more community based model.
24 This clinical model was outlined to Mersey Care’s Board in January 2016. Mersey Care’s vision for perfect secure and community care offers an exciting and ambitious solution to the changes taking place for the LD / autism population but also the mainstream forensic services (e.g. the Scott Clinic) by providing ‘perfect care’ standards, i.e. care that is STEEEP:
• Safe: least restrictive ethos, integrated fully with local services
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• Effective: state of the art centres of excellence, internationally renowned innovation and research
• Experienced positively: co-produced quality improvements e.g. No Force First • Efficient: significantly reduced lengths of stay • Equitable: mainstreaming LD services, gender appropriate, PD, offender
population; and • Timely: access and assessment.
25 The diagram below shows the current bed number for the services within Mersey Care’s Secure Division and Calderstones.
26 The diagram on the next page shows the proposed clinical vision for the LD pathway developed by the two trusts, which takes account of the changes to LD services required in the future to provide the best care for patients and to be compliant with government policy and guidance.
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High secure (Rampton)
Medium secure (Maghull new build) LD (46)
Scott Clinic (56) + (10-15 decant)
LLSU (C&M)(20) Alderley
Unit/Auden Unit
LLSU (Lancs)(20)
Short term intensive support (10 beds)(step down, crisis beds, STAR unit)
Short term intensive support (10 beds)(step down, crisis beds, STAR unit)
Short term intensive support (10 beds)(step down, crisis beds, STAR unit)
LSU (Man)(20)
LD Community Transition team
LD Forensic Transition team
LD Community Transition team
LD Forensic Transition team
LD Forensic Transition team
LD Community Transition team
‘4 County’ LD pathwayOverall secure bed reduction approx. 40% over 5 years
Local CCG services (bed reduction ESS/Step down ?60%)
27 The clinical vision at a high level involves:
a) incorporating the secure services currently provided by Calderstones with the secure services provided by Mersey Care;
b) relocating the Scott Clinic to Maghull and expanding it to accommodate all MSU patients from Calderstones;
c) developing pathways that extend into the community (forensic) and support to mainstream and LD specialist community teams;
d) having pathways that reduce unwarranted variation, enabling the reduction in the number of secure beds;
e) creating a new centre of excellence at Maghull, including the Centre for Perfect Care;
f) providing high quality community provision for people with LD / autism; and
g) providing an opportunity to create leading services and develop new approaches to mental health and LD care.
KEY ISSUE
28 The key issue following the detailed clinical and financial analysis carried out by the Working Group (referred to above) is that the acquisition of Calderstones by Mersey Care is only viable if following acquisition a comprehensive restructuring of the inherited clinical services is implemented, based upon delivering the new clinical vision. This restructuring will ensure that the principles for future care as set out in the Homes not Hospitals for People with Learning Disabilities and the Building for Future policy framework are achieved and the synergies in terms of joint use of buildings and teams of staff are realised in order to reduce overall costs. Furthermore the financial analysis has clearly demonstrated that the running costs from year 4 onward associated with simply taking over the Calderstones’ clinical services without the
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subsequent restructuring are significantly higher than the onward year 4 running costs following restructuring.
FINANCIAL ANALYSIS AND DUE DILIGENCE
29 In determining whether or not to proceed with the acquisition Mersey Care commissioned Deloitte (management consultancy) and Hempsons (solicitors) to undertake detailed scrutiny of a variety of issues associated mainly with Calderstones. (see the due diligence section below). This is to ensure that the proposal to acquire Calderstones meets all the checks and requirements set out in Supporting NHS Provides: guidance on transactions for NHS foundations trusts published by Monitor (now NHS Improvement)
30 This has not only involved the detailed review and scrutiny of Calderstones, but support and advice on the development of the acquisition Full Business Case and the Post Transaction Implementation Plan. The business case contained a clear description of the planned clinical services model outlined above and the detailed financial implications.
31 In addition, Ernst and Young (management consultancy) was commissioned to review the financial position post acquisition on behalf of NHS Improvement.
32 The Board of Directors has been provided with a full and detailed financial analysis which cannot be shared in the public domain due to the commercially sensitive nature of the information. Discussions have been ongoing with commissioners to agree the transitional funding – over and above what it already costs to provide the service at Calderstones - which will be made available over the next three years which will be used to:
a) implement the transformation of clinical services in line with the clinical vision; pay for the additional management support necessary to manage the acquisition and subsequent service transformation.
b) help fund the new buildings that will be required due to the closure of Whalley; and
c) where necessary fund any redundancy costs. The transitional funding agreed is of a level Mersey Care believed will not impact on the overall performance of the Trust.
NEXT STEPS
33 The Board of Directors has now received an interim risk rating in relation to this transaction from the regulator, NHS Improvement. The trusts understand the interim risk rating is an amber risk rating, with a number of risks identified which the enlarged Mersey Care (the single organisation encompassing the previous Mersey Care service and those of Calderstones) will have to be mindful of during the three year implementation period.
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34 NHS Improvement’s transactions guidance indicates that an amber risk rating indicates
“There are some significant issues that the trust will need to take action to address and that may require on-going regulatory monitoring. However, none of the issues is sufficiently serious to stop or delay the transaction”
(Please Note - at the time of the submission of this report to the Council of Governors we are waiting for written confirmation of NHS Improvements risk rating – a verbal update will be provided at the Council meeting).
CRITERIA
35 In the next section of this report is a summary which details the documentation and discussions either at Board or at Board Committees regarding the two criteria which the Council of Governors has to take into account in approving the making of the joint application. These two criteria are that the Board of Directors has;
a) been thorough and comprehensive in reaching its proposal (that is, has undertaken proper due diligence);
b) obtained and considered the interest of trust members and the public as part of the decision making process.
Summary of documentation submitted to Board in relation to the two evaluation criteria for the Council of Governor approval.
36 The table below provides information on the key documentation submitted to both the Mersey Care Board and Mersey Care Board Committees in relation to the two criteria which the Mersey Care Council of Governors has to take into consideration in approving the decision to make a joint application.
Criteria 1: Mersey Care’s Board has been thorough and comprehensive in reaching its proposal (that is, has undertaken proper due diligence)
Due diligence is the review of various areas such as finance and estates to identify key issues and risks. Each area of due diligence prepared a report which was considered by the executive lead for each area. The key risks were incorporated into the Trust’s risk register and mitigations developed. The table below summarises the areas of due diligence assessed as part of this acquisition process in keeping with the NHSI guidance documentation on this matter. This due diligence process was considered in some detail at the Audit Committee on the 18th May 2016, who accepted that a comprehensive due diligence process had been carried out in relation to the acquisition.
Area of Due Diligence as per Monitor Guidance
Responsibility for Completion of Documentation
Mersey Care / Calderstones Executive
Lead Clinical Quality Due Diligence Deloitte Ray Walker/John Smith HR & Pensions due diligence Hempsons Amanda Oates Financial due diligence Deloitte Neil Smith/Stephen
Kennedy
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Area of Due Diligence as per Monitor Guidance
Responsibility for Completion of Documentation
Mersey Care / Calderstones Executive
Lead Contract due diligence Hempsons (Part of Legal
Due Diligence) Neil Smith/Andy Meadows/Audley Charles
Legal due diligence (to include property ownership issues)
Hempsons Andy Meadows/Audley Charles
Estates due diligence Deloitte Neil Smith/Stephen Kennedy
IT Due Diligence Deloitte Jim Hughes Taxation due diligence – not applicable
This was deemed not applicable to this acquisition
Not applicable
Environmental / Health & Safety due diligence
Deloitte (General) Hempsons (legal aspects)
Neil Smith/Stephen Kennedy
Carve out specific due diligence – not applicable
This was deemed not applicable to this acquisition
N/A
In addition, the Mersey Care has had legal support from Hempsons on the transaction agreement and the financial position of the acquisition was reviewed by Ernst & Young (who had also reviewed the Mersey Care financial position at the Foundation Trust application stage) on behalf of NHS Improvement. Another key document is the Post Transaction Implementation Plan. • Through numerous discussions with the 7 workstreams, the key issues which need to be
addressed in advance of the acquisition were identified. These were then categorised by the timing of when each needed to be completed e.g. those things that must be completed before day 1 of the transaction which focused on safe services and legal requirements and those which can be undertaken in year 1 etc.
The Acquisition Full Business Case • This document brings together all the workstreams developments looking at where we
are now, where we went to be and how we are going to get there. This described the: • benefits anticipated from the acquisition, • planned model of care, • financial position and support requirements, • risks, • governance arrangements
The Heads of Terms which has been signed by the five interested parties outlines the required commitment from all of the parties to the transaction and demonstrates by in and agreement to the vision and cost implications of implementation. This agreement is reinforced by and is made legally binding through the creation of the Business Transaction Agreement (which is available in final draft form and will be signed by all five parties to the agreement subject to Council of Governors approval to submit the application request).
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Criteria 2: Board has obtained and considered the interests of trust members and the public as part of the decision-making process
A significant joint programme of engagement has taken place with those most affected by this acquisition. This has included; Calderstones Board members, Calderstones Governors and Members and Calderstones staff, over a prolonged period dating back as far as November 2013. This process of engagement has been managed by the Calderstones management team and is documented in Appendix A. It has been supported by senior management and clinical staff from Mersey Care.. An Engagement Plan has also been developed and the Constitution has been amended to reflect the extended remit of Mersey Care post acquisition. In addition, members of the Council of Governors will be aware of the detailed briefings given to them at the inaugural meeting of the Council of Governors in the forma of a paper and presentation from the Chief Executive. Much of the material covered previously with governors is also referred to in this report. (Note - all of the documents referred to in bold above are available)
RECOMMENDATION
37 The Council of Governors is asked to:
1) approve the making of a joint application with Calderstones Partnership NHS Foundation Trust to NHS Improvement, in accordance with section 56(A)(1) of the National Health Service Act 2006, for the acquisition of Calderstones by Mersey Care (acquisition), noting that the acquisition is a significant transaction for the purposes of paragraph 48 of Mersey Care’s Constitution.
2) In making such approval the Council of Governors are satisfied that the Board of Directors has:
a) been thorough and comprehensive in reaching its proposal (that is, has undertaken proper due diligence)
b) obtained and considered the interest of trust members and the public as part of the decision making process
ELAINE DARBYSHIRE EXECUTIVE DIRECTOR OF COMMUNICATIONS & CORPORATE GOVERNANCE
June 2016
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Appendix A Summary of Board, Governor, Member, Staff Engagement
Note, this did not include attendance at private board meetings but would have included attendance by Mersey Care staff members at staff briefings and user group forums.
Date Activity
November 2013 Private Trust Board – Developing a Strategy
April 2014 Staff Briefing meetings – The Big Conversation
May 2014 Council of Governors – 5 year plan Private Trust Board – Update on Integrated Business Plan Private Trust Board – Partnership Working
June 2014 Council of Governors – partnership working Private Trust Board – 5 year plan Private Trust Board – Partnership Working
July 2014 Council of Governors – partnership working Private Trust Board – Partnership Working
August 2014 Core Brief
September 2014 Annual Members Meeting Private Trust Board – Partnership Working
October 2014 Core Brief Council of Governors – 5 year plan, partnership working Private Trust Board – Chief Executives Report (Strategic Direction) Private Trust Board – Update on Strategy
November 2014 Core Brief Council of Governors – partnership work with Mersey Care East Lancashire CCG Public Trust Board – 5 year strategy Private Trust Board – Chief Executives Report (Strategic Direction) Private Trust Board – Update on Partnership Working
December 2014 Core Brief Trade Union brief
January 2015 Core Brief NHSE – Transforming Care for people who have learning disabilities and/or autism Global email to all staff and Governors Private Trust Board – Update on Strategy
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Date Activity
February 2015 Brief at Induction for new starters Core Brief Staff Briefing meetings – The Big Picture Council of Governors - Outline business case with Mersey Care Overview and Scrutiny Committee Lancashire Private Trust Board – Chief Executives report (Strategy)
March 2015 Core Brief Brief at Induction for new starters Carers Forum Ribble Valley MP visit Carers Day Birthday Breakfast brief to staff Council of Governors - Outline business case with Mersey Care Public Trust Board – Chief Executives Report (Joint working with Mersey Care) Private Trust Board – Update on Strategy
April 2015 Core Brief Council of Governors - Outline business case with Mersey Care Brief at Induction for new starters Birthday Breakfast brief to staff Carers Group Private Trust Board – Update on Strategy
May 2015 Core Brief Brief at Induction for new starters CEO Blog to all staff Carers Group Birthday Breakfast brief to staff Joint article in Health Service Journal with Mersey Care Private Trust Board – Update on Strategy
June 2015 Core Brief Brief at Induction for new starters CEO Blog to all staff Carers Group Birthday Breakfast brief to staff Trade Union brief News and Views service user magazine Private Trust Board – Update on Strategy
July 2015 CEO brief to service users Core Brief Brief at Induction for new starters Carers Group Birthday Breakfast brief to staff LD Fast Track Steering group Lancashire
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Date Activity
Private Trust Board – Update on Strategy
August 2015 Core Brief Brief at Induction for new starters Healthwatch CEO Blog to all staff LD Fast Track Steering group Lancashire Carers Group Birthday Breakfast brief to staff Council of Governors – acquisition by Mersey Care
September 2015 LD Fast Track Steering group Lancashire Core Brief Brief at Induction for new starters Doctors away day CEO brief to service users Staff Briefing meetings – The Big Conversation Annual Members Meeting Birthday Breakfast brief to staff Membership magazine Private Trust Board – strategy timeline
October 2015 Ribble Valley MP visit Carers Group Core Brief Transforming Care Programme Board – North Council of Governors – Transforming Care Birthday Breakfast brief to staff Strategic Partnership Board – commissioners and NHSE NHSE – Building the right support, Homes not Hospitals CEO brief to service users Private Trust Board – Update on Strategy
November 2015 Staff briefing Service user involvement group Core Brief CEO Blog to all staff Carers Group Brief at Induction for new starters Public Trust Board – Transforming Care and Strategic Partnership Board Private Trust Board – presentation by Mersey Care
December 2015 Fast Track workshop Carers Group Core Brief Strategic Partnership Board Staff Briefing meetings – Mega Conversation CEO Blog to all staff
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Date Activity
January 2016 Brief at Induction for new starters Core Brief Staff Briefing meetings – Mega Conversation CEO Blog to all staff Strategic Partnership Board Council of Governors – Acquisition by Mersey Care Carers Group Public Trust Board – acquisition of Calderstones by Mersey Care Private Trust Board – Acquisition Update
February 2016 Core Brief Staff Briefing meetings – Mega Conversation Clinical model presentation to commissioners Carers Group Burnley MP visit
March 2016 CEO Blog to all staff Core Brief Clinical model presentation to Monitor Clinical model presentation to Trade Unions and Staff Council of Governors – Full Business Case and Post transaction integration plan Carers Group Strategic Partnership Board Lancashire Transforming Care Steering Group Public Trust Board – Organisation acquisition update Private Trust Board – update on acquisition
April 2016 CEO Blog to all staff Core Brief TUPE sessions for all staff Lancashire Transforming Care Steering Group Strategic Partnership Board Council of Governors – Clinical model presentation Public Trust Board – Chief Executives report (FBC for acquisition) Private Trust Board – Acquisition Update
May 2016 Core Brief Staff Briefing meetings – Mega Conversation Strategic Partnership Board Lancashire Transforming Care Steering Group Public Trust Board – Approval of Acquisition
June 2016 Core Brief Strategic Partnership Board
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COUNCIL OF GOVERNORS Report provided (check necessary boxes): Paper No: COG16/17/010
To Note: ☐ For Decision ☒ Meeting Date: 16 June 2016
Revised Constitution
Report Author(s): Andy Meadows, Trust Secretary
Summary of Key Issues: • The Constitution of Mersey Care NHS Foundation Trust (Mersey Care) will need to be amended if the Trust acquires Calderstones Partnership NHS Foundation Trust (Calderstones)
• This paper outlines the proposed changes to the Constitutionrecommended by a working group of the Council of Governors regarding the membership constituencies (and classes) and the Council of Governors
• Any changes to the Constitution need to be approved by bothMersey Care’s Board of Directors and Mersey Care’s Council of Governors
• If approved, this updated Constitution has to be submitted toNHS Improvement as part of the evidence they will consider as part of their assessment of the acquisition
Recommendation: The Council of Governors is asked to: 1) consider and approve the recommended changes to Mersey
Care’s Constitution described in this paper (effective from 1 July 2016 if the acquisition of Calderstones by Mersey Care is approved).
PURPOSE
1. The purpose of this paper is to outline the proposed changes to the membershipconstituencies (and their classes) and the composition of the Council of Governorsshould the acquisition of Calderstones be approved by both organisations and NHSImprovement.
BACKGROUND
2. As a Public Benefit Corporation Mersey Care is a membership organisation which isgoverned by its Constitution. This Constitution is a live document which needs to becontinually reviewed to ensure it meets the requirements of its membership, the needsof the trust and the legislation and guidelines applicable to NHS Foundation Trusts. Itis also important that the Constitution reflects the membership (public, service users,carers and staff) that it serves.
3. The proposed acquisition of Calderstones by Mersey Care means that the existingmembership constituencies (and classes within these constituencies) and compositionof the Council of Governors needs to be reviewed to ensure they continue to reflect the‘wider’ membership Mersey Care will now serve.
4. At this point it is also worth clarifying two issues should Mersey Care be successful inacquiring Calderstones:
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a) Calderstones existing membership does not automatically transfer to Mersey Care, each member has to be asked whether they wish to join Mersey Care’s membership (or for staff that they wish to opt out);
b) Calderstones’ Council of Governors ceases to exist and none of their Governors (either elected or appointed) transfer to Mersey Care’s Council of Governors (although they may seek to nominate themselves for election as part of the new proposals outlined below).
5. In considering changes to Mersey Care’s Constitution discussions have been held with the Calderstones and Mersey Care Joint Oversight Group (a meeting of Non-Executive Directors and Executive Directors drawn from both trusts and chaired by Beatrice Fraenkel), Calderstones’ Council of Governors, the Lead Governor at Calderstones and a working group of Mersey Care’s Council of Governors who considered a range of proposals and whose recommendations are reflected in this paper to the Council of Governors and a similar paper to Mersey Care’s Board of Directors (which is meeting on 14 June 2016)
6. In developing these recommendations we have been mindful of three principles, namely that: a) Governors recently starting with Mersey Care (whether elected or appointed
Governors) should remain in post; b) any proposals should include the possibility of representation from ‘Calderstones’
on the Council of Governors; and c) the Council of Governors should not exceed 40 members.
PROPOSED CHANGES
7. At present Mersey Care’s Constitution provides for: a) 3 membership constituencies comprising a total of 12 classes, namely:
• a public constituency with 4 classes; • a staff constituency with 4 classes; and • a service user and carer constituency with 4 classes;
b) a 30-member Council of Governors comprising of the Chairman, 24 elected Governors and 5 appointed Governors
8. It is recommended that the Constitution be amended to provide for a) 3 membership constituencies comprising a total of 18 classes, namely:
• a public constituency with 7 classes; • a staff constituency with 7 classes; and • a service user and carer constituency with 4 classes;
b) a 37-member Council of Governors comprising of the Chairman, 30 elected Governors and 6 appointed Governors.
9. Details of the existing membership constituencies and Council of Governors (including for Calderstones) can be found in Table 1 below, whilst the recommended changes can be found inn Table 2 below (together with a rationale). A version of the Constitution with all changes tracked can be found at Appendix A.
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Table 1 – Existing Membership Constituencies and the composition of the Council of Governors for both Mersey Care and Calderstones
MERSEY CARE CALDERSTONES
Constituencies Governors Constituencoes Governors
CLASSES & GOVERNORS FOR THE PUBLIC CONSTITUENCIES
Liverpool 3 Ribble Valley 2
Sefton 2 Lancashire (outside of Ribble Valley) 2
Knowsley 1 Greater Manchester 2
Rest of the North West, West Midlands and Wales, (i.e., Cheshire, Cumbria, Greater Manchester, Lancashire, St Helens, Wirral, West Midlands, Wales)
1 Yorkshire and the rest of England 2
Public Total 7 Public Total 8
CLASSES & GOVERNORS FOR THE STAFF CONSTITUENCIES
Medical Staff (registered with a medical regulatory body) 1
Medical Staff who are registered with their regulatory body including psychology and PAMs
Other clinical, scientific, technical and therapeutic staff who hold recognised clinical, scientific or therapeutic qualifications
2 Clinical and Clinical Support Staff (which shall include support workers and senior support workers)
1
Non-Clinical staff (i.e., admin staff, IT staff, security, estates and facilities staff)
2 Corporate Services 1
Staff Total 7 Staff Total 4
CLASSES & GOVERNORS FOR THE SERVICE USER & CARER CONSTITUENCIES
Service Users Local (i.e., within the last 3 years for Liverpool, Sefton and Knowsley)
5 No constituency -
Service Users Wider (i.e., within the last 3 years for the rest of the North West, West Midlands and Wales) (currently vacant)
1 No constituency -
Carers Local (i.e., within the last 3 years for Liverpool, Sefton and Knowsley)
3 See below -
Carers Wider (i.e., within the last 3 years for the rest of the North West, West Midlands and Wales) (currently vacant)
1 Carers (i.e., within the last 5 years but with no geographical distinction) (currently 1 post vacant)
2
Services Users and Carers 10 Carers 2
…. / continued on the next page
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MERSEY CARE CALDERSTONES
Constituencies Governors Constituencoes Governors
APPOINTED GOVERNORS
Local Authority (i.e., from Liverpool, Sefton, Knowsley) 1 Local Authority (i.e. appointed
Ribble Valley District Council) 1
Clinical Commissioning Group (i.e., from Halton, Knowsley, Liverpool, Southport & Formby, South Sefton)
1 n/a -
University (i.e., from Edge Hill, Liverpool, Liverpool John Moores)
1 Further / Higher Education (i.e. appointed University of Cumbria)
1
Voluntary (i.e., from voluntary services in Knowsley, Liverpool, Sefton)
1 Other 3rd Sector (i.e. appointed Lancashire MIND) 1
NHS England 1 n/a -
n/a - Criminal Justice System (currently vacant) 1
Appointed Governors 5 Appointed Governors 4
TOTAL - ELECTED GOVERNORS 24 TOTAL - ELECTED GOVERNORS
TOTAL – APPOINTED GOV’S 5 TOTAL – APPOINTED GOV’S 4
TOTAL – ALL GOVERNORS (inc. Chair) 30 TOTAL – ALL GOVERNORS (inc. Chair) 19
Table 2 – Recommended Membership Constituencies and the composition of the Council of Governors Post Acquisition
MERSEY CARE – POST ACQUISITION RATIONALE
Constituencies Governors
CLASSES & GOVERNORS FOR THE PUBLIC CONSTITUENCIES
Liverpool 3 Unchanged (no election required)
Sefton 2 Unchanged (no election required)
Knowsley 1 Unchanged (no election required)
Ribble Valley 1 New, to reflect that Calderstones is based in Ribble Valley (election required)
Cumbria, Lancashire (excluding Ribble Valley) & Greater Manchester 1
New, splits existing Rest of the NW, West Midlands and Wales to provide greater representation for Lancashire and Greater Manchester (election required)
Cheshire, St Helens, Wirral, West Midlands and Wales 1
Amended, consequence of splitting Lancashire and Greater Manchester (see above) from Rest of the NW, West Midlands and Wales (no election required)
Rest of England 1
New, to reflect that Calderstones has a membership across rest of England, particularly Yorkshire, and take account of ‘out of area’ Mersey Care members (election required)
Public Total 10
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MERSEY CARE – POST ACQUISITION RATIONALE
Constituencies Governors
CLASSES & GOVERNORS FOR THE STAFF CONSTITUENCIES
Medical Staff (not transferred from Calderstones) 1 Amended, to only include staff already working
for Mersey Care (no election required)
Medical Staff (transferred from Calderstones) 1 New, includes medical staff TUPE’d to Mersey
Care from Calderstones (election required)
Nursing Staff (not transferred from Calderstones) 2 Amended, to only include staff already working
for Mersey Care (no election required)
Nursing Staff (transferred from Calderstones) 1 New, includes nursing staff TUPE’d to Mersey
Care from Calderstones (election required)
Other clinical and clinical support staff (not transferred from Calderstones)
2 Amended, to only include staff already working for Mersey Care. Also description of class simplified (no election required)
Other clinical and clinical support staff (transferred from Calderstones)
1 New, includes other staff TUPE’d to Mersey Care from Calderstones (election required)
Non-Clinical staff (i.e., admin staff, IT staff, security, estates and facilities staff)
2
Unchanged, it is intended that Calderstones’ Corporate Services TUPE’d staff will be included as members in this existing class, however no additional class / governor will be added as the intention is to integrate the Corporate Division within 12 months (no election required)
Staff Total 10
CLASSES & GOVERNORS FOR THE SERVICE USER & CARER CONSTITUENCIES
Service Users in Liverpool, Sefton or Knowsley 5
Amended, only the name of this class has been changed, replacing ‘local’ with a more descriptive title (no election required)
Service Users in the rest of England and Wales 1
Amended, the geographical area has been widened beyond the rest of the NW, West Midlands and Wales (election required)
Carers in Liverpool, Sefton or Knowsley 3
Amended, only the name of this class has been changed, replacing ‘wider’ with a more descriptive title (no election required)
Carers in the rest of England and Wales 1
Amended, the geographical area has been widened beyond the rest of the NW, West Midlands and Wales (election required)
Services Users and Carers 10
APPOINTED GOVERNORS
Local Authority (i.e., from Liverpool, Sefton, Knowsley and Ribble Valley)
2
Amended, a second appointed governor has been added and it is proposed that Ribble Valley District Council be asked to nominate a Governor, on the basis that Calderstones is based in Ribble Valley and the local council has a direct interest in the future use of the Whalley site as one of its main local employers
…. / continued on the next page
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MERSEY CARE – POST ACQUISITION RATIONALE
Constituencies Governors
APPOINTED GOVERNORS (continued)
Clinical Commissioning Group (i.e., from Halton, Knowsley, Liverpool, Southport & Formby, South Sefton)
1 All unchanged, consideration was given to widening the organisations Mersey Care could appoint Governors from, but given the Whalley site will be closed by the end of 2018 and existing representatives have been appointed for 2 or 3 years, the only way to add representatives from beyond the existing organisations would have been to add to the number Governors – which would have taken us close to the 40 Governor limit.
University (i.e., from Edge Hill, Liverpool, Liverpool John Moores)
1
Voluntary (i.e., from voluntary services in Knowsley, Liverpool, Sefton)
1
NHS England 1 Unchanged
Appointed Governors 6
TOTAL - ELECTED GOVERNORS 30
TOTAL – APPOINTED GOV’S 6
TOTAL – ALL GOVERNORS (inc. Chair) 37
10. The recommendations in Table 2 are reflected in changes to the following paragraphs
/ pages of the Constitution:
a) paragraph 8.4 on page 8 – to reflect the increase in the number of staff classes;
b) pages 24 to 26 – Annex 1 updated to reflect changes to the public constituencies;
c) pages 27 to 29 – Annex 2 updated to reflect changes to the staff constituencies, including text to clarify the use of the ‘transferred’ terminology;
d) pages 30 to 31 – Annex 3 updated to reflect changes to the service user and carer constituencies;
e) pages 32 to 33 – Annex 4 updated to reflect changes to the composition of the Council of Governors.
11. A consequence of the recommended changes is that each of the elected constituencies (public, staff and service user & carer) has 10 elected Governors – which provides parity - together with 6 appointed Governors. This means that we would continue to address staff concerns from the original FT consultation in 2012/13 of parity between the public and staff constituencies and appointed Governors not exceeding the number of staff governors.
12. In considering their recommendations the Council of Governors’ working group:
a) noted that the changes above would be regarded as ‘interim’ and that Mersey Care would need review the Constitution again once the new Governors identified above are elected and in post, but prior to the next round of elections. This will be undertaken as part of a fundamental review of the Constitution which will not just focus on the membership constituencies (and classes) and composition of the
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Council of Governors – as has been the case for this review in response to the proposed acquisition of Calderstones;
b) in the interest of maintaining parity between the constituencies (public, staff and service user & carer), the working group made a strong case for the inclusion in the staff constituency of an additional class for medical staff (for staff transferring from Calderstones) over an additional class of non-clinical staff (for staff transferring from Calderstones). This was in part influenced by the need to ensure clinical buy-in to the future clinical transition, but also took account of the Mersey Care’s intention that Calderstones’ corporate services will be integrated into Mersey Care’s corporate division within 12 months of acquisition; and
c) commented they found the use of the terms ‘service user’ and ‘carer’ unhelpful and would prefer alternative terms. The working group was informed of the engagement process undertaken within the last few years to identify these terms. For the purposes of making changes to this Constitution members of the working group were content to leave these terms unchanged, but did ask that the trust consider undertaking a further engagement exercise involving all groups and stakeholders to review the use of these terms. The Trust Secretary has raised this matter with Michael Crilly (Director of Social Inclusion and Participation) and a further engagement exercise will be undertaken prior to future elections.
13. As members of the Council are aware, Annex 6 of the Constitution allows for initial governor terms of office to be staggered for either a two or three year term. In respect of paragraph 10(a) above, pages 77 to 79 of the Constitution have been amended so that any additional elected or appointed Governor added as a result of these changes will effectively only have a 22-month term of office, meaning their terms of office will expire at the same time of initial governors appointed for two year terms of office (i.e., the end of April 2018).
14. Governors will note from Table 1 that Calderstones has no service user constituency or an elected service user Governor. At present the views of service users are provided via an engagement process to a sub committee of Calderstones’ Council of Governors. Feedback from both the working group and the Joint Oversight Group highlighted the importance of including a service user constituency and the possibility of an elected Governor, which has been included in the amended class service users in the rest of England and Wales. One consequence of Calderstones having no service user constituency is that when Calderstones write to their public members asking them if they wish to register with Mersey Care (see paragraph 17(a) below), members will need to be given the option of joining either a public constituency or a service user constituency.
15. Technical Note – due to the legislative requirements all members of the public / service users and carers registered in the proposed new classes will be eligible to nominate themselves for election as Governor (including those members already registered with Mersey Care pre-acquisition). We are not able to restrict these classes to people who were formerly a member of Calderstones.
Agenda Item No: B2
Page 8 of 8
NEXT STEPS
16. If these recommendations to Mersey Care’s Constitution are approved a copy will be submitted to NHS Improvement in June 2016, with any changes only coming into effect from 1 July 2016 should the acquisition be approved.
17. The next steps will then be as follows (although some of these dates are indicative and subject to discussion with the third party supplier who provides our election services):
a) by end of June 2016, Calderstones to write to its members asking if they wish to join Mersey Care’s membership (with responses requested by the end of August 2016)1;
b) be end of July 2016, approach Ribble Valley District Council to nominate the second local authority appointed Governor;
c) by mid September 2016 • all new members to be added to Mersey Care’s membership database • publish election notice for new elected Governors (Annex 5 of the Constitution
call for this to be published no later than 40 days before the close of the poll) • write to all members of the new constituencies identified in Table B to request
nominations for the new elected Governors;
d) by start of October 2016 • closing date for nominations for election and preparation of ballot papers • circulation of ballot papers / electoral information;
e) by end of October / start of November 2016 • close of the poll and declaration of results.
18. Following the election and appointment of the additional Governors highlighted in this report, the Council of Governors will be asked to a form a new working group to review the Constitution again with the aim of agreeing any changes (if required) prior to the next round of elections / appointment for those governors whose terms of office will end on 30 April 2018.
RECOMMENDATION
19. The Council of Governors is asked to:
a) consider and approve the recommended changes to Mersey Care’s Constitution described in this paper (effective from 1 July 2016 if the acquisition of Calderstones by Mersey Care is approved).
ANDY MEADOWS TRUST SECRETARY
1 Calderstones’ members of staff will be asked if they wish to opt out rather than join Mersey
Care’s membership. This is because the Constitution provides for members of staff to automatically be a member of the FT unless they choose to opt out.
Item B2 – Appendix A
MERSEY CARE NHS FOUNDATION TRUST (A PUBLIC BENEFIT CORPORATION)
CONSTITUTION
Ratifying CommitteeApproved by Board of Directors:
Trust BoardTBC
Approved by Council of Governors
TBC
Date RatifiedEffective From : 20 April 20161 July 2016
Next Review Date (by): 31 March 2017
Version Number: Version 12 (20 April 2016Draft 3)
Policy Author: Trust Secretary Version 2 (Draft 13)
Striving for perfect care for those we serve
Agenda Item B2 – Appendix A
CONSTITUTION Further information about this document:
Document name Foundation Trust Constitution
Document summary
As a Public Benefit Corporation, Mersey Care NHS Foundation Trust is required to have a Constitution outlining how the
Foundation Trust conducts its business and holds its meetings, including the Council of Governors (and
committees) and the Board of Directors (and committees)
Author(s)
Contact(s) for further information about this document
Draft 1 Submitted as part of Foundation Trust Application June 2013 Draft 1a – 1h Draft version reviewed in May / June 2014 May / June 2014
Draft 2 Draft version for consideration by Solicitor June 2014 Draft 3 Draft version including amendments by Hempsons June 2014 Draft 4 Draft version for consideration by Hempsons June 2015 Draft 5 Draft version including amendments by Hempsons June 2015 Draft 6 Draft Version including amendments by Hempsons February 2016 Draft 7 Draft Version including amendments by Hempsons March 2016
Draft 8 Draft Version (including updates on ‘To be read in conjuction with’ section on the back of the front cover) April 2016
Version 1 Approved by the Trust Board 20 April 2016 Version 2 (Draft 1) For discussions with the Trust’s Solicitor June 2016 Version 2 (Draft 2) Review by Hempsons June 2016
Version 2 (Draft 3) For consideration by the Board of Directors (14 June 2016) and the Council of Governors (16 June 2016) June 2016
CONTENTS Page 1 Interpretation and Definitions 5 2 Name 6 3 Principal Purpose 6 4 Powers 6 5 Membership and Constituencies 7 6 Application for Membership 7 7 Public Constituency 7 8 Staff Constituency 7 9 Automatic Membership by Default – Staff 8 10 Service User and Carer Constituency 8 11 Restriction on Membership 9 12 Annual Members’ Meeting 9 13 Council of Governors – Composition 9 14 Council of Governors – Election of Governors 10 15 Council of Governors – Tenure 10 16 Council of Governors – Disqualification and Removal 11 17 Council of Governors – Duties of Governors 11 18 Council of Governors – Meetings of Governors 11 19 Council of Governors – Standing Orders 12 20 Council of Governors – Referral to the Panel 12 21 Council of Governors – Conflicts of Interests of Governors 12 22 Council of Governors – Travel Expenses 13 23 Council of Governors – Further Provisions 13 24 Board of Directors – Composition 13 25 Board of Directors – General Duties 13 26 Board of Directors – Qualification for Appointment as a Non-Executive Director 14 27 Board of Directors – Appointment and Removal of Chairman and Other Non-Executive
Directors 14
28 Board of Directors – Appointment of Initial Chairman and Initial Other Non-Executive Directors 14
29 Board of Directors – Appointment of Deputy Chairman 15 30 Board of Directors – Appointment and Removal of the Chief Executive and Other
Executive Directors 15
31 Board of Directors – Appointment and Removal of Initial Chief Executive 15 32 Board of Directors – Disqualification 15 33 Board of Directors – Meetings 16 34 Board of Directors – Standing Orders 16 35 Board of Directors – Conflicts of Interests of Directors 16 36 Board of Directors – Remuneration and Terms of Service 17 37 Registers 18 38 Admission To and Removal From the Registers 18 39 Registers – Inspection and Copies 18 40 Documents Available for Public Inspection 19 41 Auditor 20
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2 CONSTITUTION
Page 42 Audit Committee 20 43 Accounts 20 44 Annual Report, Forward Plans and Non-NHS Work 20 45 Presentation of the Annual Accounts and Reports to the Governors and Members 21 46 Instruments 22 47 Amendment of the Constitution 22 48 Mergers etc. and Significant Transactions 22
SUPPORTING ANNEXES Annex 1 The Public Constituencies 24 Annex 2 The Staff Constituency 26 Annex 3 The Service User and Carer Constituency 28 Annex 4 Composition of the Council of Governors 29 Annex 5 The Model Election Rules 32 Annex 6 Additional Provisions – Council of Governors 68 Annex 7 Additional Provisions – Board of Directors 78 Annex 8 Standing Orders for the Practice and Procedure of the Council of Governors 81 Annex 9 Standing Orders for the Practice and Procedure of the Board of Directors 95 Annex 10 Further Provisions – Members 115 Annex 11 Further Provisions 121
Item B2 – Appendix A
CONSTITUTION 3
CONSTITUTION OF
MERSEY CARE NHS FOUNDATION TRUST
A PUBLIC BENEFIT CORPORATION
Agenda Item B2 – Appendix A
4 CONSTITUTION
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Item B2 – Appendix A
CONSTITUTION 5
1. INTERPRETATION AND DEFINITIONS
1.1. Unless otherwise stated, words or expressions contained in this constitution shall bear the same meaning as in the National Health Service Act 2006 as amended by the Health and Social Care Act 2012.
1.2. Words importing the masculine gender only shall include the feminine gender; words importing the singular shall import the plural and vice-versa.
1.2.1. the 2006 Act is the National Health Service Act 2006.
1.2.2. the 2012 Act is the Health and Social Care Act 2012.
1.2.3. the Accounting Officer is the person who from time to time discharges the functions specified in paragraph 25(5) of Schedule 7 to the 2006 Act.
1.2.4. Annual Members’ Meeting is defined in Paragraph 12 of the constitution.
1.2.5. Appointed Governor means a governor appointed by one of the appointing organisations listed in Paragraph 2.4 of Annex 4.
1.2.6. the Board means the Board of Directors.
1.2.7. Carer Governor means a governor elected by the members of one of the classes of the Service User and Carer Constituency representing carers.
1.2.8. Constitution means this constitution and all annexes to it.
1.2.9. Lead Governor means the governor appointed by the Council of Governors to fulfil the role described at Paragraph 11 of Annex 6 below.
1.2.10. the MHA means the Mental Health Act 1983.
1.2.11. Monitor is the corporate body known as Monitor, as provided by Section 61 of the 2012 Act.
1.2.12. NHS Commissioning Board is the body corporate established pursuant to Section 1H of the 2006 Act, known as NHS England.
1.2.13. NHS England is the NHS Commissioning Board.
1.2.14. Partnership Organisation means an organisation specified in paragraph 2.4.2 of Annex 4 who may appoint an ‘Appointed Governor’
1.2.15. Public Governor means a governor elected by the members of one of the Public Constituencies.
1.2.16. Risk Assessment Framework means the guidance of the same name published by Monitor in August 2015.
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6 CONSTITUTION
1.2.17. Service User Governor means a governor elected by the members of one of the classes of the Service User and Carer Constituency representing service users.
1.2.18. Service User and Carer Assembly means an assembly established by the trust for engaging with service users and carers who want to hear about the trust’s services, know more about the trust and listen to or take part in discussions and debates on mental health issues. Members of the assembly are responsible for electing the members of the Standing Committee of the Service User and Carer Assembly.
1.2.19. Staff Governor means a governor elected by the members of one of the classes of the Staff Constituency.
1.2.20. the trust means Mersey Care NHS Foundation Trust.
1.2.21. Trust Secretary means the secretary of the trust or any other person appointed to perform the duties of the secretary including a secretarial assistant
2. NAME
2.1. The name of the foundation trust is Mersey Care NHS Foundation Trust.
3. PRINCIPAL PURPOSE
3.1. The principal purpose of the trust is the provision of goods and services for the purposes of the health service in England.
3.2. The trust does not fulfil its principal purpose unless, in each financial year, its total income from the provision of goods and services for the purposes of the health service in England is greater than its total income from the provision of goods and services for any other purposes.
3.3. The trust may provide goods and services for any purposes related to –
3.3.1. the provision of services provided to individuals for or in connection with the prevention, diagnosis or treatment of illness, and
3.3.2. the promotion and protection of public health
3.4. The trust may also carry on activities other than those mentioned in the above paragraph for the purpose of making additional income available in order to better carry on its principal purpose.
4. POWERS
4.1. The powers of the trust are set out in the 2006 Act.
4.2. All the powers of the trust shall be exercised by the Board of Directors on behalf of the trust.
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CONSTITUTION 7
4.3. Subject to paragraph 4.4 below, any of these powers may be delegated to a committee of directors or to an executive director.
4.4. The Board of Directors may authorise any three of more persons each of whom is neither:
4.4.1. an executive director of the trust; nor
4.4.2. an employee of the trust;
to exercise the powers conferred on the trust by Section 25 of the MHA.
5. MEMBERSHIP AND CONSTITUENCIES
5.1. The trust shall have members, each of whom shall be a member of one of the following constituencies:
5.1.1. a public constituency
5.1.2. a staff constituency
5.1.3. a service user and carer constituency
6. APPLICATION FOR MEMBERSHIP
6.1. An individual who is eligible to become a member of the trust may do so on application to the trust.
7. PUBLIC CONSTITUENCY
7.1. An individual who lives in an area specified in Annex 1 as an area for a public constituency may become or continue as a member of the trust.
7.2. Those individuals who live in an area specified for a public constituency are referred to collectively as a Public Constituency.
7.3. The minimum number of members in each Public Constituency is specified in Annex 1.
8. STAFF CONSTITUENCY
8.1. An individual who is employed by the trust under a contract of employment with the trust may become or continue as a member of the trust provided:
8.1.1. he/she is employed by the trust under a contract of employment which has no fixed term or has a fixed term of at least 12 months; or
8.1.2. he/she has been continuously employed by the trust under a contract of employment for at least 12 months.
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8 CONSTITUTION
8.2. Individuals who exercise functions for the purposes of the trust, otherwise than under a contract of employment with the trust, may become or continue as members of the staff constituency provided such individuals have exercised these functions continuously for a period of at least 12 months.
8.3. Those individuals who are eligible for membership of the trust by reason of the previous provisions are referred to collectively as the Staff Constituency.
8.4. The Staff Constituency shall be divided into 4 7 descriptions of individuals who are eligible for membership of the Staff Constituency, each description of individuals being specified within Annex 2 and being referred to as a class within the Staff Constituency
8.5. The minimum number of members in each class of the Staff Constituency is specified in Annex 2.
9. AUTOMATIC MEMBERSHIP BY DEFAULT – STAFF
9.1. An individual who is:
9.1.1. eligible to become a member of the Staff Constituency, and
9.1.2. invited by the trust to become a member of the Staff Constituency and a member of the appropriate class within the Staff Constituency,
shall become a member of the trust as a member of the Staff Constituency and appropriate class within the Staff Constituency without an application being made, unless he/she informs the trust that he/she does not wish to do so.
10. SERVICE USER AND CARER CONSTITUENCY
10.1. An individual who has, within the period specified below, attended any of the trust’s premises as either a patient or as the carer of a patient may become a member of the trust.
10.2. The period referred to above shall be the period of 3 years immediately preceding the date of an application by the patient or carer to become a member of the trust.
10.3. Those individuals who are eligible for membership of the trust by reason of the previous provisions are referred to collectively as the Service User and Carer Constituency.
10.4. The Service User and Carer Constituency shall be divided into 4 descriptions of individuals who are eligible for membership of the Service User and Carer Constituency, each description of individuals being specified within Annex 3 and being referred to as a class within the Service User and Carer Constituency.
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CONSTITUTION 9
10.5. An individual providing care in pursuance of a contract (including a contract of employment) with a voluntary organisation, or as a volunteer for a voluntary organisation, does not come within the category of those who qualify for membership of the Service User and Carer Constituency.
10.6. The minimum number of members in each class of the Service User and Carer Constituency is specified in Annex 3.
11. RESTRICTION ON MEMBERSHIP
11.1. An individual who is a member of a constituency, or of a class within a constituency, may not while membership of that constituency or class continues, be a member of any other constituency or class.
11.2. An individual who satisfies the criteria for membership of the Staff Constituency may not become or continue as a member of any constituency other than the Staff Constituency.
11.3. An individual must be at least 14 years old to become a member of the trust.
11.4. Further provisions as to the circumstances in which an individual may not become or continue as a member of the trust are set out in Annex 10 (Further Provisions – Members).
12. ANNUAL MEMBERS’ MEETING
12.1. The Trust shall hold an annual meeting of its members (“Annual Members’ Meeting”). The Annual Members’ Meeting shall be open to members of the public.
12.2. Further provisions about the Annual Members’ Meeting are set out in Annex 10.
13. THE COUNCIL OF GOVERNORS – COMPOSITION
13.1. The trust is to have a Council of Governors, which shall comprise both elected and appointed governors.
13.2. The composition of the Council of Governors is specified in Annex 4.
13.3. The members of the Council of Governors, other than the appointed members, shall be chosen by election by their constituency or, where there are classes within a constituency, by their class within that constituency. The number of governors to be elected by each constituency, or, where appropriate, by each class of each constituency, is specified in Annex 4.
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10 CONSTITUTION
14. THE COUNCIL OF GOVERNORS – ELECTION OF GOVERNORS
14.1. Elections for elected members of the Council of Governors shall be conducted in accordance with the Model Election Rules.
14.2. The Model Election Rules as published from time to time by NHS Providers form part of this constitution. The Model Election Rules current at the date of the trust’s authorisation are attached at Annex 5.
14.3. A subsequent variation of the Model Election Rules by NHS Providers shall not constitute a variation of the terms of this constitution for the purposes of paragraph 47 of the constitution (amendment of the constitution).
14.4. An election, if contested, shall be by secret ballot.
14.5. A Member may not vote at an election for a Public, Service User or Carer Governor unless within the specified period he/she has made a declaration in the specified form that he/she is a Member of the Public or Service User and Carer Constituency and stating the particulars of his qualification to vote as a Member of that Membership Constituency for which an election is being held. It is an offence knowingly or recklessly to make such a declaration which is false in a material particular.
14.6. The form and content of the declaration and the period for making such a declaration for the purposes of paragraph 14.5 above shall be specified and published by the Trust from time to time and shall be so published not less than 14 days prior to an election.
14.7. Governors must be at least 16 years of age at the closing date for nominations for their election or appointment.
15. COUNCIL OF GOVERNORS - TENURE
15.1. An elected governor may hold office for a period of up to 3 years except on the first election of governors to the trust when terms of office shall be organised to enable staggered future elections as set out in Annex 6.
15.2. An elected governor shall cease to hold office if he/she ceases to be a member of the constituency or class by which he/she was elected.
15.3. An elected governor shall be eligible for re-election at the end of his term, but shall serve for no more than three consecutive terms of office.
15.4. An appointed governor may hold office for a period of up to 3 years except on the first appointment of governors to the trust when terms of office shall be organised to enable staggered future elections as set out in Annex 6.
15.5. An appointed governor shall cease to hold office if the appointing organisation withdraws its sponsorship of him.
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CONSTITUTION 11
15.6. An appointed governor shall be eligible for re-appointment at the end of his term, but shall serve for no more than three consecutive terms of office.
16. COUNCIL OF GOVERNORS – DISQUALIFICATION AND REMOVAL
16.1. The following may not become or continue as a member of the Council of Governors:
16.1.1. a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged;
16.1.2. a person in relation to whom a moratorium period under a debt relief order applies (under Part 7A of the Insolvency Act 1986);
16.1.3. a person who has made a composition or arrangement with, or granted a trust deed for, his creditors and has not been discharged in respect of it;
16.1.4. a person who within the preceding five years has been convicted in the British Islands of any offence if a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed on him.
16.2. Governors must be at least 16 years of age at the closing date for nominations for their election or appointment.
16.3. Further provisions as to the circumstances in which an individual may not become or continue as a member of the Council of Governors and provision for the removal of Governors in certain circumstances are set out in Annex 6.
17. COUNCIL OF GOVERNORS – DUTIES OF GOVERNORS
17.1. The general duties of the Council of Governors are:
17.1.1. to hold the non-executive directors individually and collectively to account for the performance of the Board of Directors; and
17.1.2. to represent the interests of the members of the trust as a whole and the interests of the public.
17.2. The trust must take steps to secure that the governors are equipped with the skills and knowledge they require in their capacity as such.
18. COUNCIL OF GOVERNORS – MEETINGS OF GOVERNORS
18.1. The Chairman of the trust (i.e. the Chairman of the Board of Directors, appointed in accordance with the provisions of paragraph 27.1 or paragraph 28.1 below) or, in his absence the Vice Chair (appointed in accordance with the
Agenda Item B2 – Appendix A
12 CONSTITUTION
provisions of paragraph 29 below), shall preside at meetings of the Council of Governors.
18.2. Meetings of the Council of Governors shall be open to members of the public. Members of the public may be excluded from a meeting for special reasons in accordance with Standing Order 3.1.2 of Annex 8.
18.3. For the purposes of obtaining information about the trust’s performance of its functions or the directors’ performance of their duties (and deciding whether to propose a vote on the trust’s or directors’ performance), the Council of Governors may require one or more of the directors to attend a meeting.
19. COUNCIL OF GOVERNORS – STANDING ORDERS
19.1. The standing orders for the practice and procedure of the Council of Governors are attached at Annex 8.
20. COUNCIL OF GOVERNORS – REFERRAL TO THE PANEL
20.1. In this paragraph, the “Panel” means a panel of persons appointed by Monitor to which a governor of an NHS foundation trust may refer a question as to whether the trust has failed or is failing:
20.1.1. to act in accordance with its constitution; or
20.1.2. to act in accordance with provision made by or under Chapter 5 of the 2006 Act.
20.2. A governor may refer a question to the Panel only if more than half of the members of the Council of Governors voting approve the referral.
21. COUNCIL OF GOVERNORS - CONFLICTS OF INTEREST OF GOVERNORS
21.1. If a governor has a pecuniary, personal or family interest, whether that interest is actual or potential and whether that interest is direct or indirect, in any proposed contract or other matter which is under consideration or is to be considered by the Council of Governors, the governor shall disclose that interest to the members of the Council of Governors as soon as he/she becomes aware of it. The Standing Orders for the Council of Governors shall make provision for the disclosure of interests and arrangements for the exclusion of a governor declaring any interest from any discussion or consideration of the matter in respect of which an interest has been disclosed.
21.2. The Council of Governors will adopt a policy for managing conflicts of interest.
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CONSTITUTION 13
22. COUNCIL OF GOVERNORS – TRAVEL EXPENSES
22.1. The trust may pay travelling and other expenses to members of the Council of Governors at rates determined by the trust.
23. COUNCIL OF GOVERNORS – FURTHER PROVISIONS
23.1. Further provisions with respect to the Council of Governors are set out in Annex 6.
24. BOARD OF DIRECTORS – COMPOSITION
24.1. The trust is to have a Board of Directors, which shall comprise both executive and non-executive directors.
24.2. The Board of Directors is to comprise:
24.2.1. a non-executive Chairman;
24.2.2. at least 4 and not more than 7 other non-executive directors; and
24.2.3. at least 4 and not more than 7 executive directors.
24.3. At least half of the Board of Directors, excluding the Chairman, shall be comprised of non-executive directors.
24.4. If, at any time, there is an equal number of executive directors and non-executive directors (including the Chairman) on the Board then the Chairman shall have an additional and casting vote.
24.5. One of the executive directors shall be the Chief Executive.
24.6. The Chief Executive shall be the Accounting Officer.
24.7. One of the executive directors shall be the finance director.
24.8. One of the executive directors is to be a registered medical practitioner.
24.9. One of the executive directors is to be a registered nurse.
25. BOARD OF DIRECTORS – GENERAL DUTY
25.1. The general duty of the Board of Directors and of each director individually, is to act with a view to promoting the success of the trust so as to maximise the benefits for the members of the trust as a whole and for the public.
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14 CONSTITUTION
26. BOARD OF DIRECTORS – QUALIFICATION FOR APPOINTMENT AS A NON-EXECUTIVE DIRECTOR
26.1. A person may be appointed as a non-executive director only if –
26.1.1. he/she is a member of a Public Constituency, or
26.1.2. he/she is a member of the Service User and Carer Constituency, and
26.1.3. he/she is not disqualified by virtue of paragraph 32 below.
27. BOARD OF DIRECTORS – APPOINTMENT AND REMOVAL OF CHAIRMAN AND OTHER NON-EXECUTIVE DIRECTORS
27.1. The Council of Governors at a general meeting of the Council of Governors shall appoint or remove the chairman of the trust and the other non-executive directors.
27.2. Removal of the chairman or another non-executive director shall require the approval of three-quarters of the members of the Council of Governors.
27.3. The initial chairman and the initial non-executive directors are to be appointed in accordance with paragraph 28 below.
28. BOARD OF DIRECTORS – APPOINTMENT OF INITIAL CHAIRMAN AND INITIAL OTHER NON-EXECUTIVE DIRECTORS
28.1. The Council of Governors shall appoint the Chairman of the applicant NHS Trust as the initial Chairman of the trust, if he/she wishes to be appointed.
28.2. The power of the Council of Governors to appoint the other non-executive directors of the trust is to be exercised, so far as possible, by appointing as the initial non-executive directors of the trust any of the non-executive directors of the applicant NHS Trust (other than the Chairman) who wish to be appointed.
28.3. The criteria for qualification for appointment as a non-executive director set out in paragraph 26 above (other than disqualification by virtue of paragraph 32 below) do not apply to the appointment of the initial chairman and the initial other non-executive directors in accordance with the procedures set out in this paragraph.
28.4. An individual appointed as the initial chairman or as an initial non-executive director in accordance with the provisions of this paragraph shall be appointed for the unexpired period of his term of office as Chairman or (as the case may be) non-executive director of the applicant NHS Trust; but if, on appointment, that period is less than 12 months, he/she shall be appointed for 12 months.
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CONSTITUTION 15
29. BOARD OF DIRECTORS – APPOINTMENT OF DEPUTY CHAIRMAN
29.1. The Council of Governors at a general meeting of the Council of Governors shall appoint one of the non-executive directors as a deputy chairman. The deputy chairman shall be called the “Vice Chair”.
30. BOARD OF DIRECTORS - APPOINTMENT AND REMOVAL OF THE CHIEF EXECUTIVE AND OTHER EXECUTIVE DIRECTORS
30.1. The non-executive directors shall appoint or remove the Chief Executive.
30.2. The appointment of the Chief Executive shall require the approval of the Council of Governors.
30.3. The initial Chief Executive is to be appointed in accordance with paragraph 31 below.
30.4. A committee consisting of the Chairman, the Chief Executive and the other non-executive directors shall appoint or remove the other executive directors.
31. BOARD OF DIRECTORS – APPOINTMENT AND REMOVAL OF INITIAL CHIEF EXECUTIVE
31.1. The non-executive directors shall appoint the chief officer of the applicant NHS Trust as the initial Chief Executive of the trust, if he/she wishes to be appointed.
31.2. The appointment of the chief officer of the applicant NHS trust as the initial Chief Executive of the trust shall not require the approval of the Council of Governors.
32. BOARD OF DIRECTORS – DISQUALIFICATION
32.1. The following may not become or continue as a member of the Board of Directors:
32.1.1. a person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged;
32.1.2. a person in relation to whom a moratorium period under a debt relief order applies (under Part 7A of the Insolvency Act 1986);
32.1.3. a person who has made a composition or arrangement with, or granted a trust deed for, his creditors and has not been discharged in respect of it;
32.1.4. a person who within the preceding five years has been convicted in the British Islands of any offence if a sentence of imprisonment
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16 CONSTITUTION
(whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed on him.
32.2. Further provisions as to the circumstances in which an individual may not become or continue as a member of the Board of Directors are set out in Annex 7.
33. BOARD OF DIRECTORS – MEETINGS
33.1. Meetings of the Board of Directors shall be open to members of the public. Members of the public may be excluded from a meeting for special reasons in accordance with Standing Order 4.42 of Annex 9.
33.2. Before holding a meeting, the Board of Directors must send a copy of the agenda of the meeting to the Council of Governors. As soon as practicable after holding a meeting, the Board of Directors must send a copy of the minutes of the meeting to the Council of Governors. Agendas and minutes of public meetings will be available on the trust’s website. Minutes shall be published in approved form.
34. BOARD OF DIRECTORS – STANDING ORDERS
34.1. The standing orders for the practice and procedure of the Board of Directors are attached at Annex 9.
35. BOARD OF DIRECTORS - CONFLICTS OF INTEREST OF DIRECTORS
35.1. The duties that a director of the trust has by virtue of being a director include in particular:
35.1.1. a duty to avoid a situation in which the director has (or can have) a direct or indirect interest that conflicts (or possibly may conflict) with the interests of the trust;
35.1.2. a duty not to accept a benefit from a third party by reason of being a director or doing (or not doing) anything in that capacity.
35.2. The duty referred to in paragraph 35.1.1 is not infringed if:
35.2.1. the situation cannot reasonably be regarded as likely to give rise to a conflict of interest; or
35.2.2. the matter has been authorised in accordance with the constitution.
35.3. The duty referred to in paragraph 35.1.2 is not infringed if acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.
Item B2 – Appendix A
CONSTITUTION 17
35.4. In paragraph 35.1.2, “third party” means a person other than:
35.4.1. the trust; or
35.4.2. a person acting on its behalf.
35.5. If a director of the trust has in any way a direct or indirect interest in a proposed transaction or arrangement with the trust, the director must declare the nature and extent of that interest to the other directors.
35.6. If a declaration under this paragraph proves to be, or becomes, inaccurate, incomplete, a further declaration must be made.
35.7. Any declaration required by this paragraph must be made before the trust enters into the transaction or arrangement.
35.8. This paragraph does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question.
35.9. A director need not declare an interest:
35.9.1. if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
35.9.2. if, or to the extent that, the directors are already aware of it;
35.9.3. if, or to the extent that, it concerns terms of the director’s appointment that have been or are to be considered –
35.9.3.1. by a meeting of the Board of Directors; or
35.9.3.2. by a committee of the directors appointed for the purpose under the constitution.
35.10. A matter shall have been authorised for the purposes of paragraph 35.2.2 if it has previously been approved by the Board of Directors at a meeting and the minutes of the meeting shall be conclusive evidence of such approval having been given.
35.11. The Board of Directors will adopt a policy for managing conflicts of interests.
36. BOARD OF DIRECTORS – REMUNERATION AND TERMS OF OFFICE
36.1. The Council of Governors at a general meeting of the Council of Governors shall decide the remuneration and allowances, and the other terms and conditions of office, of the Chairman and the other non-executive directors.
36.2. The trust shall establish a committee of non-executive directors to decide the remuneration and allowances, and the other terms and conditions of office, of
Agenda Item B2 – Appendix A
18 CONSTITUTION
the Chief Executive and other executive directors.
37. REGISTERS
37.1. The trust shall have:
37.1.1. a register of members showing, in respect of each member, the constituency to which he/she belongs and, where there are classes within it, the class to which he/she belongs;
37.1.2. a register of members of the Council of Governors;
37.1.3. a register of interests of governors;
37.1.4. a register of directors; and
37.1.5. a register of interests of the directors.
38. ADMISSION TO AND REMOVAL FROM THE REGISTERS
38.1. The Trust Secretary shall be responsible for establishing registers and for keeping these registers up-to-date.
38.2. The Council of Governors shall review the registers listed at Paragraphs 37.1.1 to 37.1.3 (inclusive) at least annually.
38.3. The Board of Directors shall review the registers listed at Paragraphs 37.1.4 to 37.1.5 (inclusive) at least annually.
38.4. The removal of any member from the register of members shall be undertaken in accordance with the provisions of paragraph 5 of Annex 10 to this constitution.
39. REGISTERS – INSPECTION AND COPIES
39.1. The trust shall make the registers specified in paragraph 37 above available for inspection by members of the public, except in the circumstances set out below or as otherwise prescribed by regulations.
39.2. The trust shall not make any part of its registers available for inspection by members of the public which shows details of:-
39.2.1. any member of the Service User and Carer Constituency; or
39.2.2. any other member of the trust, if he/she so requests.
39.3. So far as the registers are required to be made available:
39.3.1. they are to be available for inspection free of charge at all reasonable times; and
Item B2 – Appendix A
CONSTITUTION 19
39.3.2. a person who requests a copy of or extract from the registers is to be provided with a copy or extract.
39.4. If the person requesting a copy or extract is not a member of the trust, the trust may impose a reasonable charge for doing so.
40. DOCUMENTS AVAILABLE FOR PUBLIC INSPECTION
40.1. The trust shall make the following documents available for inspection by members of the public free of charge at all reasonable times:
40.1.1. a copy of the current constitution;
40.1.2. a copy of the latest annual accounts and of any report of the auditor on them;
40.1.3. a copy of the latest annual report.
40.2. The trust shall also make the following documents relating to a special administration of the trust available for inspection by members of the public free of charge at all reasonable times:
40.2.1. a copy of any order made under section 65D (appointment of trust special administrator), 65J (power to extend time), 65KC (action following Secretary of State’s rejection of final report), 65L(trusts coming out of administration) or 65LA (trusts to be dissolved) of the 2006 Act;
40.2.2. a copy of any report laid under section 65D (appointment of trust special administrator) of the 2006 Act;
40.2.3. a copy of any information published under section 65D (appointment of trust special administrator) of the 2006 Act;
40.2.4. a copy of any draft report published under section 65F (administrator’s draft report) of the 2006 Act;
40.2.5. a copy of any statement provided under section 65F(administrator’s draft report) of the 2006 Act;
40.2.6. a copy of any notice published under section 65F(administrator’s draft report), 65G (consultation plan), 65H (consultation requirements), 65J (power to extend time), 65KA (Monitor’s decision), 65KB (Secretary of State’s response to Monitor’s decision), 65KC (action following Secretary of State’s rejection of final report) or 65KD (Secretary of State’s response to re-submitted final report) of the 2006 Act;
40.2.7. a copy of any statement published or provided under section 65G (consultation plan) of the 2006 Act;
Agenda Item B2 – Appendix A
20 CONSTITUTION
40.2.8. a copy of any final report published under section 65 I (administrator’s final report) of the 2006 Act;
40.2.9. a copy of any statement published under section 65J (power to extend time) or 65KC (action following Secretary of State’s rejection of final report) of the 2006 Act;
40.2.10. a copy of any information published under section 65M (replacement of trust special administrator) of the 2006 Act.
40.3. Any person who requests a copy of or extract from any of the above documents is to be provided with a copy.
40.4. If the person requesting a copy or extract is not a member of the trust, the trust may impose a reasonable charge for doing so.
41. AUDITOR
41.1. The trust shall have an auditor.
41.2. The Council of Governors shall appoint or remove the auditor at a general meeting of the Council of Governors.
42. AUDIT COMMITTEE
42.1. The trust shall establish a committee of non-executive directors as an audit committee to perform such monitoring, reviewing and other functions as are appropriate.
43. ACCOUNTS
43.1. The trust must keep proper accounts and proper records in relation to the accounts.
43.2. Monitor may with the approval of the Secretary of State give directions to the trust as to the content and form of its accounts.
43.3. The accounts are to be audited by the trust’s auditor.
43.4. The trust shall prepare in respect of each financial year annual accounts in such form as Monitor may with the approval of the Secretary of State direct.
43.5. The functions of the trust with respect to the preparation of the annual accounts shall be delegated to the Accounting Officer.
44. ANNUAL REPORT, FORWARD PLANS AND NON-NHS WORK
44.1. The trust shall prepare an Annual Report and send it to Monitor.
Item B2 – Appendix A
CONSTITUTION 21
44.2. The trust shall give information as to its forward planning in respect of each financial year to Monitor.
44.3. The document containing the information with respect to forward planning (referred to above) shall be prepared by the directors.
44.4. In preparing the document, the directors shall have regard to the views of the Council of Governors.
44.5. Each forward plan must include information about:
44.5.1. the activities other than the provision of goods and services for the purposes of the health service in England that the trust proposes to carry on, and
44.5.2. the income it expects to receive from doing so.
44.6. Where a forward plan contains a proposal that the trust carry on an activity of a kind mentioned in paragraph 44.5.1 the Council of Governors must:
44.6.1. determine whether it is satisfied that the carrying on of the activity will not to any significant extent interfere with the fulfillment by the trust of its principal purpose or the performance of its other functions, and
44.6.2. notify the directors of the trust of its determination.
44.7. A trust which proposes to increase by 5% or more the proportion of its total income in any financial year attributable to activities other than the provision of goods and services for the purposes of the health service in England may implement the proposal only if more than half of the members of the Council of Governors of the trust voting approve its implementation.
45. PRESENTATION OF THE ANNUAL ACCOUNTS AND REPORTS TO THE GOVERNORS AND MEMBERS
45.1. The following documents are to be presented to the Council of Governors at a general meeting of the Council of Governors:
45.1.1. the annual accounts;
45.1.2. any report of the auditor on them;
45.1.3. the annual report.
45.2. The documents shall also be presented to the members of the trust at the Annual Members’ Meeting by at least one member of the Board of Directors in attendance.
45.3. The trust may combine a meeting of the Council of Governors convened for the purposes of paragraph 45.1 with the Annual Members’ Meeting.
Agenda Item B2 – Appendix A
22 CONSTITUTION
Item B2 – Appendix A
CONSTITUTION 23
46. INSTRUMENTS
46.1. The trust shall have a seal.
46.2. The seal shall not be affixed except under the authority of the Board of Directors.
47. AMENDMENT OF THE CONSTITUTION
47.1. The trust may make amendments of its constitution only if:
47.1.1. more than half of the members of the Council of Governors of the trust voting approve the amendments; and
47.1.2. more than half of the members of the Board of Directors of the trust voting approve the amendments.
47.2. Amendments made under paragraph 47.1 take effect as soon as the conditions in that paragraph are satisfied, but the amendment has no effect in so far as the constitution would, as a result of the amendment, not accord with Schedule 7 of the 2006 Act.
47.3. Where an amendment is made to the constitution in relation to the powers or duties of the Council of Governors (or otherwise with respect to the role that the Council of Governors has as part of the trust):
47.3.1. at least one member of the Council of Governors must attend the next Annual Members’ Meeting and present the amendment; and
47.3.2. the trust must give the members an opportunity to vote on whether they approve the amendment.
47.4. If more than half of the members voting approve the amendment, the amendment continues to have effect; otherwise, it ceases to have effect and the trust must take such steps as are necessary as a result.
47.5. Amendments by the trust of its constitution are to be notified to Monitor. For the avoidance of doubt, Monitor’s functions do not include a power or duty to determine whether or not the constitution, as a result of the amendments, accords with Schedule 7 of the 2006 Act.
48. MERGERS ETC AND SIGNIFICANT TRANSACTIONS
48.1. The trust may only apply for a merger, acquisition, separation or dissolution with the approval of more than half of the members of the Council of Governors.
48.2. The trust may enter into a significant transaction only if more than half of the members of the Council of Governors of the trust voting approve entering into the transaction.
Agenda Item B2 – Appendix A
24 CONSTITUTION
48.3. For the purposes of paragraph 48.2:
48.3.1. a transaction is an investment or disinvestment; and
48.3.2. a transaction is significant if it falls within the definition of a ‘significant transaction’ as set out in Monitor’s Risk Assessment Framework calculated with reference to the trust’s opening balance sheet for the financial year in which approval is being sought
48.4. For the avoidance of doubt, for the purposes of paragraph 48.2, the term ‘transaction’ shall not include the renewal of an existing contract with a commissioning organisation for the provision of services for the purposes of the health service in England and Wales.
48.5. If more than half of the members of the Council of Governors voting decline to approve a significant transaction or any part of it, the Council of Governors must approve a written Statement of Reasons for its rejection, to be provided to the Board of Directors.
48.6. Nothing in this paragraph 48 shall prevent the Board of Directors from engaging with the Council of Governors, as it sees fit, about any other transaction or arrangement which the trust may enter into, which does not constitute a “significant transaction” within the meaning of this paragraph.
CONSTITUTION 25
ANNEX 1 – THE PUBLIC CONSTITUENCIES
Name of the Public
Constituency
Area of the Public Constituency (comprising all of the Electoral Wards within the following Local Authority areas and / or
Countries)
Minimum Number of Members
Number of Governors
Liverpool • City of Liverpool 50 3
Sefton • Sefton Metropolitan Borough Council 50 2
Knowsley • Knowsley Metropolitan Borough Council 20 1
Ribble Valley • Ribble Valley District Council 20 1
Cumbria, Lancashire (excluding Ribble Valley) and Greater Manchester
Within the county of Cumbria, the following local authorities: • Allerdale District Council • Barrow-in-Furness District Council • City of Carlisle • Copeland District Council • Eden District Council • South Lakeland District Council
10 1
Within the county of Lancashire (excluding the Ribble Valley), the following local authorities: • Blackburn with Darwen Borough Council • Blackpool Borough Council • Burnley District Council • Chorley District Council • Fylde District Council • Hyndburn District Council • City of Lancashire • Pendle District Council • City of Preston • Rossendale District Council • South Ribble District Council • West Lancashire District Council • Wyre District Council
Within the county of Greater Manchester, the following local authorities: • Bolton Metropolitan Borough Council • Bury Metropolitan Borough Council • City of Manchester • Oldham Metropolitan Borough Council • Rochdale Metropolitan Borough Council • City of Salford • Stockport Metropolitan Borough Council
26 CONSTITUTION
Name of the Public
Constituency
Area of the Public Constituency (comprising all of the Electoral Wards within the following Local Authority areas and / or
Countries)
Minimum Number of Members
Number of Governors
• Tameside Metropolitan Borough Council • Trafford Metropolitan Borough Council • Wigan Metropolitan Borough Council
North West England, West Midlands and Wales Cheshire, St Helens, Wirral, West Midlands and Wales
Within the county of Cheshire (North West England), the following local authorities: • Cheshire West and Chester Borough Council • Cheshire East Borough Council • Halton Borough Council • Warrington Borough Council
10 1
Within the county of Cumbria (North West England), the following local authorities: • Allerdale District Council • Barrow-in-Furness District Council • City of Carlisle • Copeland District Council • Eden District Council • South Lakeland District Council
Within the county of Greater Manchester (North West England), the following local authorities: • Bolton Metropolitan Borough Council • Bury Metropolitan Borough Council • City of Manchester • Oldham Metropolitan Borough Council • Rochdale Metropolitan Borough Council • City of Salford • Stockport Metropolitan Borough Council • Tameside Metropolitan Borough Council • Trafford Metropolitan Borough Council • Wigan Metropolitan Borough Council
Within the county of Lancashire (North West England), the following local authorities: • Blackburn with Darwen Borough Council • Blackpool Borough Council • Burnley District Council • Chorley District Council • Fylde District Council • Hyndburn District Council • City of Lancaster • Pendle District Council
CONSTITUTION 27
Name of the Public
Constituency
Area of the Public Constituency (comprising all of the Electoral Wards within the following Local Authority areas and / or
Countries)
Minimum Number of Members
Number of Governors
• City of Preston • Ribble Valley District Council • Rossendale District Council • South Ribble District Council • West Lancashire District Council • Wyre District Council
Within the rest of county of Merseyside (excluding Liverpool, Sefton and Knowsley) (North West England), the following local authorities: • St Helens Metropolitan Borough Council • Wirral Metropolitan Borough Council
Within the county of the West Midlands (North West England), the following local authorities: • City of Birmingham • City of Coventry • Dudley Metropolitan Borough Council • Sandwell Metropolitan Borough Council • Solihull Metropolitan Borough Council • Walsall Metropolitan Borough Council • City of Wolverhampton
• The country of Wales
Rest of England
All local authorities in England not referred to elsewhere in this Annex
10 1
Total • Minimum membership of the Public Constituencies
130 170
-
• Number of Public Governors - 710
28 CONSTITUTION
ANNEX 2 – THE STAFF CONSTITUENCY
Staff Classes within the Staff Constituency
Individuals eligible for membership of the relevant
Class
Minimum number of members
Number of governors
Medical Staff (not transferred from Calderstones)
Those members of staff employed by the trust who are registered with a medical regulatory body to practise and who were not transferred to the trust on 1 July 2016 following the acquisition of Calderstones Partnership NHS Foundation Trust
20 1
Medical Staff (transferred from Calderstones)
Those members of staff employed by the trust who are registered with a medical regulatory body to practise and who were transferred to the trust on 1 July 2016 following the acquisition of Calderstones Partnership NHS Foundation Trust
10 1
Nursing Staff (not transferred from Calderstones)
Those members of staff employed by the trust who hold a recognised nursing qualification and who were not transferred to the trust on 1 July 2016 following the acquisition of Calderstones Partnership NHS Foundation Trust
20 2
Nursing Staff (transferred from Calderstones)
Those members of staff employed by the trust who hold a recognised nursing qualification and who were transferred to the trust on 1 July 2016 following the acquisition of Calderstones Partnership NHS Foundation Trust
10 1
Other Clinical, Scientific, Technical and Therapeutic StaffOther Clinical and Clinical Support Staff (not transferred from Calderstones)
1) Those members of clinical, scientific and therapeutic staff who hold recognised clinical, scientific or therapeutic qualifications (with the exception of those with recognised medical or nursing qualifications); and
20 2
CONSTITUTION 29
Staff Classes within the Staff Constituency
Individuals eligible for membership of the relevant
Class
Minimum number of members
Number of governors
2) those staff who provide clinical support services (e.g., health care assistants, nursing assistants, peer support workers, support workers)
who were not transferred to the trust on 1 July 2016 following the acquisition of Calderstones Partnership NHS Foundation Trust
Other Clinical and Clinical Support Staff (transferred from Calderstones)
1) Those members of clinical, scientific and therapeutic staff who hold recognised clinical, scientific or therapeutic qualifications (with the exception of those with recognised medical or nursing qualification); and
2) those staff who provide clinical support services (e.g., health care assistants, nursing assistants, peer support workers, support workers)
who were transferred to the trust on 1 July 2016 following the acquisition of Calderstones Partnership NHS Foundation Trust
10 1
Non-Clinical staff The members of the Non Clinical Staff Class include: • Board members (excluding Non-
Executive Directors); • senior managers; • administrative staff; • IT staff; • staff working in procurement ; • security staff; • estates and facilities staff; • finance staff; and • library staff
20 2
Total Minimum membership of the Staff Constituency
11080 -
30 CONSTITUTION
Staff Classes within the Staff Constituency
Individuals eligible for membership of the relevant
Class
Minimum number of members
Number of governors
Total Number of Staff Governors - 710
In the case of any query as to which class of the Staff Constituency a member of staff is eligible to be a member of, the Trust Secretary shall be responsible for determining which one of the seven (7)four (4) classes of the Staff Constituency, shown in this Annex, the member of staff is eligible to be a member of. If any member of staff is eligible to be a member of more than one class of the Staff Constituency, he/she shall select one class to be a member of or, where he/she fails to do so (including where he/she fails to notify the Trust Secretary of his/her selection), the Trust Secretary shall determine the class that the member of staff shall be a member of and shall notify the member of that determination in writing.
For the sake of clarity, in this Annex the term “transferred from Calderstones” refers to those members of staff who were formerly employed by Calderstones Partnership NHS Foundation Trust (Calderstones) and whose employment was subject to the Transfer of Undertakings (Protection of Employment) Regulations 2006 which resulted in their contract of employment transferring to the trust on 1 July 2016, when Calderstones was acquired by the trust. Any member of staff not subject to such an arrangement or any new employees of the trust after 1 July 2016 will be eligible to be a member of the appropriate “not transferred from Calderstones” class.
CONSTITUTION 31
ANNEX 3 – THE SERVICE USER AND CARER CONSTITUENCY
Classes within the Service User and
Carer Constituency
Description of individuals eligible to become members
Minimum number of members
Number of governors
Service Users in Liverpool, Sefton or Knowsley – Local
An individual who has attended any of the trust’s premises as a patient in the 3 years preceding the date of their application to become a member of the trust and who lives in the area of Liverpool, Sefton or Knowsley (as defined for the purposes of the relevant Public Constituencies shown in Annex 1).
100 5
Service Users in the rest of England and Wales - Wider
An individual who has attended any of the trust’s premises as a patient in the 3 years preceding the date of their application to become a member of the trust and who lives in the rest of England or Wales, i.e. in the area of: • Ribble Valley • Cumbria, Lancashire and Greater
Manchester • Cheshire, St Helens, Wirral, West
Midlands and Wales • Rest of England the area of the West Midlands, the North West of England or Wales (as defined for the purposes of the relevant Public Constituencyies shown in Annex 1).
5 1
Carers in Liverpool, Sefton or Knowsley - Local
An individual who has attended any of the trust’s premises as the carer of a patient in the 3 years preceding the date of their application to become a member of the trust and who lives in the area of Liverpool, Sefton or Knowsley (as defined for the purposes of the relevant Public Constituencies shown in Annex 1).
25 3
Carers in the rest of England and Wales - Wider
An individual who has attended any of the trust’s premises as the carer of a patient in the 3 years preceding the date of their application to become a member of the trust and who lives in the rest of England or Wales, i.e. in the area of: • Ribble Valley • Cumbria, Lancashire and Greater
Manchester
5 1
32 CONSTITUTION
Classes within the Service User and
Carer Constituency
Description of individuals eligible to become members
Minimum number of members
Number of governors
• Cheshire, St Helens, Wirral, West Midlands and Wales
• Rest of England the area of the West Midlands, the North West of England or Wales (as defined for the purposes of the relevant Public Constituencyies shown in Annex 1).
Totals Minimum Membership 135
Service User Governors and Carer Governors
10
CONSTITUTION 33
ANNEX 4 – COMPOSITION OF THE COUNCIL OF GOVERNORS
The composition of the Council of Governors shall be as follows-
COMPOSITION
1. The aggregate number of Public Governors, Service User Governors and Carer Governors is to be more than half of the total number of members of the Council of Governors.
2. The Council of Governors shall be comprised of 30 36 Governors, as follows:
2.1. 107 Public Governors from the following public constituencies:
2.1.1. Liverpool – 3 Public Governors
2.1.2. Sefton – 2 Public Governors
2.1.3. Knowsley – 1 Public Governor
2.1.4. Ribble Valley – 1 Public Governor
2.1.5. Cumbria, Lancashire (excluding Ribble Valley) and Greater Manchester – 1 Public Governor
2.1.6. Cheshire, St Helens, Wirral, West Midlands and Wales – 1 Public Governor
2.1.3.2.1.7. Rest of England – 1 Public Governor.
2.1.4. West Midlands, North West of England and Wales – 1 Public Governor
2.2. 107 Staff Governors from the following classes of the Staff Constituency:
2.2.1. Medical Staff (not transferred from Calderstones) – 1 Staff Governor
2.2.1.2.2.2. Medical Staff (transferred from Calderstones) – 1 Staff Governor
2.2.2.2.2.4. Nursing Staff (transferred from Calderstones) – 1 Staff Governor
2.2.5. Other Clinical and Clinical Support Staff (not transferred from Calderstones), Scientific, Technical and Therapeutic Staff – 2 Staff Governors
2.2.3.2.2.6. Other Clinical and Clinical Support Staff (transferred from Calderstones – 1 Staff Governor
2.2.4.2.2.7. Non Clinical Staff – 2 Staff Governors
34 CONSTITUTION
2.3. 10 Service User Governors and Carer Governors from the following classes of the Service User and Carer Constituency:
2.3.1. 5 Service Users in Liverpool, Sefton or Knowsley - 5 Service User Governors – Local
2.3.2. 1 Service Users in the rest of England and Wales – 1 Service User Governor – Wider
2.3.3. 3 Carers in Liverpool, Sefton or Knowlsey – 3 Carer Governors – Local
2.3.4. 1 Carers in the rest of England and Wales – 1 Carer Governor – Wider
2.4. 65 Appointed Governors:
2.4.1. The Trust Secretary shall be responsible for determining which one two of the following local authorities shall have the right to appoint a governor, from time to time, following consultation with the Board of Directors:
2.4.1.1. Knowsley Metropolitan Borough Council,
2.4.1.2. Liverpool City Council, and
2.4.1.3. Sefton Metropolitan Borough Council, and
2.4.1.3.2.4.1.4. Ribble Valley District Council.
Each The local authority shall have the right to appoint 1 governor.
2.4.2. The following clinical commissioning groups shall have the right to appoint 1 governor between them:
2.4.2.3. NHS Liverpool Clinical Commissioning Group,
2.4.2.4. NHS Southport and Formby Clinical Commissioning Group, and
2.4.2.5. NHS South Sefton Clinical Commissioning Group.
The Trust Secretary shall, following consultation with the Board of Directors, identify one of the clinical commissioning groups to act on behalf of all of them for the purposes of appointing the governor.
2.4.3. The following universities / academic partners shall have the right to appoint 1 governor between them:
2.4.3.1. Edge Hill University,
CONSTITUTION 35
2.4.3.2. Unversity of Liverpool, and
2.4.3.3. Liverpool John Moores University.
The Trust Secretary shall, following consultation with the Board of Directors, identify one of the universities / academic partners to act on behalf of all of them for the purposes of appointing the governor.
2.4.4. The following voluntary sector organisations shall have the right to appoint 1 governor between them:
2.4.4.1. Knowsley Community and Voluntary Services,
2.4.4.2. Liverpool Charity and Voluntary Services, and
2.4.4.3. Sefton Council for Voluntary Services.
The Trust Secretary shall, following consultation with the Board of Directors, identify one of the voluntary sector organisations to act on behalf of all of them for the purposes of appointing the governor.
2.4.5. The NHS Commissioning Board (known as “NHS England”) shall have the right to appoint 1 governor.
2.5. The organisations listed in paragraphs 2.4.2. to 2.4.5 (inclusive) above are specified for the purposes of paragraph 9(7) of Schedule 7 to the 2006 Act.
Part 4 - Stages Common to Contested and Uncontested Elections
8. Notice of election 9. Nomination of candidates 10. Candidate’s particulars 11. Declaration of interests 12. Declaration of eligibility 13. Signature of candidate 14. Decisions as to validity of nomination 15. Publication of statement of nominated candidates 16. Inspection of statement of nominated candidates and nomination forms 17. Withdrawal of candidates 18. Method of election
Part 5 – Contested elections
19. Poll to be taken by ballot 20. The ballot paper 21. The declaration of identity (public and patients constituencies)
Action to be taken before the poll
22. List of eligible voters 23. Notice of poll 24. Issue of voting information by returning officer 25. Ballot paper envelope and covering envelope 26. E-voting systems
The poll
27. Eligibility to vote 28. Voting by persons who require assistance 29. Spoilt ballot papers and spoilt text message votes 30. Lost voting information
CONSTITUTION 37
31. Issue of replacement voting information 32. ID declaration form for replacement ballot papers (public and patient constituencies)
Polling by internet, telephone or text
33. Procedure for remote voting by internet 34. Procedure for remote voting by telephone 35. Procedure for remote voting by text message
Procedure for receipt of envelopes, internet votes, telephone votes and text message votes
36. Receipt of voting documents 37. Validity of votes 38. Declaration of identity but no ballot paper (public and patient constituencies) 39. De-duplication of votes 40. Sealing of packets
Part 6 - Counting the votes
41. Interpretation of Part 6 42. Arrangements for counting of the votes 43. The count 44. Rejected ballot papers and rejected text voting records 45. Not used 46. Not used 47. Not used 48. Not used 49. Not used 50. Not used 51. Equality of votes
Part 7 – Final proceedings in contested and uncontested elections
52. Declaration of result for contested elections 53. Declaration of result for uncontested elections
Part 8 – Disposal of documents
54. Sealing up of documents relating to the poll 55. Delivery of documents 56. Forwarding of documents received after close of the poll 57. Retention and public inspection of documents 58. Application for inspection of certain documents relating to election
Part 9 – Death of a candidate during a contested election
59. Countermand or abandonment of poll on death of candidate
38 CONSTITUTION
Part 10 – Election expenses and publicity
Expenses
60. Expenses expenses 61. Expenses and payments by candidates 62. Expenses incurred by other persons
Publicity
63. Publicity about election by the corporation 64. Information about candidates for inclusion with voting documents 65. Meaning of “for the purposes of an election”
Part 11 – Questioning elections and irregularities
66. Application to question an election
Part 12 – Miscellaneous
67. Secrecy 68. Prohibition of disclosure of vote 69. Disqualification 70. Delay in postal service through industrial action or unforeseen event
CONSTITUTION 39
Part 1 – Interpretation
1. Interpretation
1.1 In these rules, unless the context otherwise requires:
“2006 Act” means the National Health Service Act 2006;
“2012 Act” means the Health and Socila Care Act 2012;
“corporation” means the public benefit corporation subject to this constitution;
“council of governors” means the council of governors of the corporation;
“declaration of identity” has the meaning set out in rule 21.1;
“election” means an election by a constituency, or by a class within a constituency, to fill a vacancy among one or more posts on the council of governors;
“e-voting” means voting using either the internet, telephone or text message;
“e-voting information” has the meaning set out in rule 24.2;
“ID declaration form” has the meaning set out in rule 21.1;
“internet voting record” has the meaning set out in rule 26.4(d);
“internet voting system” means such computer hardware and software, data other equipment and services as may be provided by the returning officer for the purpose of enabling voters to cast their votes using the internet;
“lead governor” means the governor nominated by the corporation to fulfil the role described in Appendix B to The NHS Foundation Trust Code of Governance (Monitor, December 2013) or any later version of such code.
“list of eligible voters” means the list referred to in rule 22.1, containing the information in rule 22.2;
“method of polling” means a method of casting a vote in a poll, which may be by post, internet, text message or telephone;
“Monitor” means the corporate body known as Monitor as provided by section 61 of the 2012 Act; “numerical voting code” has the meaning set out in rule 64.2(b)
“polling website” has the meaning set out in rule 26.1;
“postal voting information” has the meaning set out in rule 24.1;
“telephone short code” means a short telephone number used for the purposes of submitting a vote by text message;
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“telephone voting facility” has the meaning set out in rule 26.2;
“telephone voting record” has the meaning set out in rule 26.5(d);
“text message voting facility” has the meaning set out in rule 26.3;
“text voting record” has the meaning set out in rule 26.6(d);
“the telephone voting system” means such telephone voting facility as may be provided by the returning officer for the purpose of enabling voters to cast their votes by telephone;
“the text message voting system” means such text messaging voting facility as may be provided by the returning officer for the purpose of enabling voters to cast their votes by text message;
“voter ID number” means a unique, randomly generated numeric identifier allocated to each voter by the Returning Officer for the purpose of e-voting;
“voting information” means postal voting information and/or e-voting information.
1.2 Other expressions used in these rules and in Schedule 7 to the NHS Act 2006 have the same meaning in these rules as in that Schedule.
Part 2 – Timetable for election
2. Timetable
2.1 The proceedings at an election shall be conducted in accordance with the following timetable:
Proceeding Time
Publication of notice of election Not later than the fortieth day before the day of the close of the poll.
Final day for delivery of nomination forms to returning officer
Not later than the twenty eighth day before the day of the close of the poll.
Publication of statement of nominated candidates
Not later than the twenty seventh day before the day of the close of the poll.
Final day for delivery of notices of withdrawals by candidates from election
Not later than twenty fifth day before the day of the close of the poll.
Notice of the poll Not later than the fifteenth day before the day of the close of the poll.
Close of the poll By 5.00pm on the final day of the election.
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3. Computation of time
3.1 In computing any period of time for the purposes of the timetable:
(a) a Saturday or Sunday;
(b) Christmas day, Good Friday, or a bank holiday, or
(c) a day appointed for public thanksgiving or mourning,
shall be disregarded, and any such day shall not be treated as a day for the purpose of any proceedings up to the completion of the poll, nor shall the returning officer be obliged to proceed with the counting of votes on such a day.
3.2 In this rule, “bank holiday” means a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in England and Wales.
Part 3 – Returning officer
4. Returning Officer
4.1 Subject to rule 69, the returning officer for an election is to be appointed by the corporation.
4.2 Where two or more elections are to be held concurrently, the same returning officer may be appointed for all those elections.
5. Staff
5.1 Subject to rule 69, the returning officer may appoint and pay such staff, including such technical advisers, as he or she considers necessary for the purposes of the election.
6. Expenditure
6.1 The corporation is to pay the returning officer:
(a) any expenses incurred by that officer in the exercise of his or her functions under these rules,
(b) such remuneration and other expenses as the corporation may determine.
7. Duty of co-operation
7.1 The corporation is to co-operate with the returning officer in the exercise of his or her functions under these rules.
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Part 4 - Stages Common to Contested and Uncontested Elections
8. Notice of election
8.1 The returning officer is to publish a notice of the election stating:
(a) the constituency, or class within a constituency, for which the election is being held,
(b) the number of members of the council of governors to be elected from that constituency, or class within that constituency,
(c) the details of any nomination committee that has been established by the corporation,
(d) the address and times at which nomination forms may be obtained;
(e) the address for return of nomination forms (including, where the return of nomination forms in an electronic format will be permitted, the e-mail address for such return) and the date and time by which they must be received by the returning officer,
(f) the date and time by which any notice of withdrawal must be received by the returning officer,
(g) the contact details of the returning officer,
(h) the date and time of the close of the poll in the event of a contest.
9. Nomination of candidates
9.1 Subject to rule 9.2, each candidate must nominate themselves on a single nomination form.
9.2 The returning officer:
(a) is to supply any member of the corporation with a nomination form, and
(b) is to prepare a nomination form for signature at the request of any member of the corporation,
but it is not necessary for a nomination to be on a form supplied by the returning officer and a nomination can, subject to rule 13, be in an electronic format.
10. Candidate’s particulars
10.1 The nomination paper must state the candidate’s:
(a) full name,
(b) contact address in full (which should be a postal address although an e-mail address may also be provided for the purposes of electronic communication), and
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(c) constituency, or class within a constituency, of which the candidates a member.
11. Declaration of interests
11.1 The nomination form must state:
(a) any financial interest that the candidate has in the corporation, and
(b) whether the candidate is a member of a political party, and if so, which party,
and if the candidate has no such interests, the form must include a statement to that effect.
12. Declaration of eligibility
12.1 The nomination form must include a declaration made by the candidate:
(a) that he or she is not prevented from being a member of the board of governors by paragraph 8 of Schedule 1 of the 2006 Act or by any provision of the constitution; and,
(b) for a member of the public or patient constituency, of the particulars of his or her qualification to vote as a member of that constituency, or class within that constituency, for which the election is being held.
13. Signature of candidate
13.1 The nomination form must be signed and dated by the candidate, in a manner prescribed by the returning officer, indicating that:
(a) they wish to stand as a candidate,
(b) their declaration of interests as required under rule 11, is true and correct, and
(c) their declaration of eligibility, as required under rule 12, is true and correct.
13.2 Where the return of nomination forms in an electronic format is permitted, the returning officer shall specify the particular signature formalities (if any) that will need to be complied with by the candidate.
14. Decisions as to the validity of nomination
14.1 Where a nomination form is received by the returning officer in accordance with these rules, the candidate is deemed to stand for election unless and until the returning officer:
(a) decides that the candidate is not eligible to stand,
(b) decides that the nomination form is invalid,
(c) receives satisfactory proof that the candidate has died, or
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(d) receives a written request by the candidate of their withdrawal from candidacy.
14.2 The returning officer is entitled to decide that a nomination form is invalid only on one of the following grounds:
(a) that the paper is not received on or before the final time and date for return of nomination forms, as specified in the notice of the election,
(b) that the paper does not contain the candidate’s particulars, as required by rule 10,
(c) that the paper does not contain a declaration of the interests of the candidate, as required by rule 11,
(d) that the paper does not include a declaration of eligibility as required by rule 12, or
(e) that the paper is not signed and dated by the candidate, if required by rule 13.
14.3 The returning officer is to examine each nomination form as soon as is practicable after he or she has received it, and decide whether the candidate has been validly nominated.
14.4 Where the returning officer decides that a nomination is invalid, the returning officer must endorse this on the nomination form, stating the reasons for their decision.
14.4 The returning officer is to send notice of the decision as to whether a nomination is valid or invalid to the candidate at the contact address given in the candidate’s nomination form. If an e-mail address has been given in the candidate’s nomination form (in addition to the candidate’s postal address), the returning officer may send notice of the decision to that address.
15. Publication of statement of nominated candidates
15.1 The returning officer is to prepare and publish a statement showing the candidates who are standing for election.
15.2 The statement must show:
(a) the name, contact address (which shall be the candidate’s postal address), and constituency or class within a constituency of each candidate standing, and
(b) the declared interests of each candidate standing,
as given in their nomination form.
15.3 The statement must list the candidates standing for election in alphabetical order by surname.
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15.4 The returning officer must send a copy of the statement of candidates and copies of the nomination forms to the corporation as soon as is practicable after publishing the statement.
16. Inspection of statement of nominated candidates and nomination forms
16.1 The corporation is to make the statements of the candidates and the nomination form supplied by the returning officer under rule 15.4 available for inspection by members of the corporation free of charge at all reasonable times.
16.2 If a member of the corporation requests a copy or extract of the statements of candidates or their nomination forms, the corporation is to provide that member with the copy or extract free of charge.
17. Withdrawal of candidates
17.1 A candidate may withdraw from election on or before the date and time for withdrawal by candidates, by providing to the returning officer a written notice of withdrawal which is signed by the candidate and attested by a witness.
18. Method of election
18.1 If the number of candidates remaining validly nominated for an election after any withdrawals under these rules is greater than the number of members to be elected to the counci of governors, a poll is to be taken in accordance with Parts 5 and 6 of these rules.
18.2 If the number of candidates remaining validly nominated for an election after any withdrawals under these rules is equal to the number of members to be elected to the council of governors, those candidates are to be declared elected in accordance with Part 7 of these rules.
18.3 If the number of candidates remaining validly nominated for an election after any withdrawals under these rules is less than the number of members to be elected to be council of governors, then:
(a) the candidates who remain validly nominated are to be declared elected in accordance with Part 7 of these rules, and
(b) the returning officer is to order a new election to fill any vacancy which remains unfilled, on a day appointed by him or her in consultation with the corporation.
Part 5 – Contested elections
19. Poll to be taken by ballot
19.1 The votes at the poll must be given by secret ballot.
19.2 The votes are to be counted and the result of the poll determined in accordance with Part 6 of these rules.
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19.3 The corporation may decide that voters within a constituency or class within a constituency, may, subject to rule 19.4, cast their votes at the poll using such different methods of polling in any combination as the corporation may determine.
19.4 The corporation may decide that voters within a constituency or class within a constituency for whom an e-mail address is included in the list of eligible voters may only cast their votes at the poll using an e-voting method of polling.
19.5 Before the corporation decides, in accordance with rule 19.3 that one or more e-voting methods of polling will be made available for the purposes of the poll, the corporation must satisfy itself that:
(a) if internet voting is to be a method of polling, the internet voting system to be used for the purpose of the election is:
(i) configured in accordance with these rules; and
(ii) will create an accurate internet voting record in respect of any voter who casts his or her vote using the internet voting system;
(b) if telephone voting to be a method of polling, the telephone voting system to be used for the purpose of the election is:
(i) configured in accordance with these rules; and
(ii) will create an accurate telephone voting record in respect of any voter who casts his or her vote using the telephone voting system;
(c) if text message voting is to be a method of polling, the text message voting system to be used for the purpose of the election is:
(i) configured in accordance with these rules; and
(ii) will create an accurate text voting record in respect of any voter who casts his or her vote using the text message voting system.
20. The ballot paper
20.1 The ballot of each voter (other than a voter who casts his or her ballot by an e-voting method of polling) is to consist of a ballot paper with the persons remaining validly nominated for an election after any withdrawals under these rules, and no others, inserted in the paper.
20.2 Every ballot paper must specify:
(a) the name of the corporation,
(b) the constituency, or class within a constituency, for which the election is being held,
(c) the number of members of the council of governors to be elected from that constituency, or class within that constituency,
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(d) the names and other particulars of the candidates standing for election, with the details and order being the same as in the statement of nominated candidates,
(e) instructions on how to vote by all available methods of polling, including the relevant voter’s voter ID number if one or more e-voting methods of polling are available,
(f) if the ballot paper is to be returned by post, the address for its return and the date and time of the close of the poll, and
(g) the contact details of the returning officer.
20.3 Each ballot paper must have a unique identifier.
20.4 Each ballot paper must have features incorporated into it to prevent it from being reproduced.
21. The declaration of identity (public and patient constituencies)
21.1 The corporation shall require each voter who participates in an election for a public or patient constituency to make a declaration confirming:
(a) that the voter is the person:
(i) to whom the ballot paper was addressed, and/or
(ii) to whom the voter ID number contained within the e-voting information was allocated,
(b) that he or she has not marked or returned any other voting information in the election, and
(c) the particulars of his or her qualification to vote as a member of the constituency or class within the constituency for which the election is being held,
(“declaration of identity”)
and the corporation shall make such arrangements as it considers appropriate to facilitate the making and the return of a declaration of identity by each voter, whether by the completion of a paper form (“ID declaration form”) or the use of an electronic method.
21.2 The voter must be required to return the declaration of identity together with his or her ballot paper.
21.3 The voting information shall caution the voter that of the declaration of identifty is not duly returned or is returned without having been made correctly, any vote cast by the voter may be declared invalid.
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Action to be taken before the poll
22. List of eligible voters
22.1 The corporation is to provide the returning officer with a list of the members of the constituency or class within a constituency for which the election is being held who are eligible to vote by virtue of rule 27 as soon as is reasonably practicable after the final date for the delivery of notices of withdrawals by candidates from an election.
22.2 The list is to include, for each member:
(a) a postal address; and
(b) the member’s e-mail address, if this has been provided;
to which his or her voting information may, subject to rule 22.3, be sent.
22.3 The corporation may decide that the e-voting information is to be sent only by e-mail to those members in the list of eligible voters for whom an e-mail address is included in that list
23. Notice of poll
23.1 The returning officer is to publish a notice of the poll stating:
(a) the name of the corporation,
(b) the constituency, or class within a constituency, for which the election is being held,
(c) the number of members of the council of governors to be elected from that constituency, or class with that constituency,
(d) the names, contact addresses, and other particulars of the candidates standing for election, with the details and order being the same as in the statement of nominated candidates,
(e) that the ballot papers for the election are to be issued and returned, if appropriate, by post,
(f) the methods of polling by which votes may be cast at the election by voters in a constituency or class within a constituency, as determined by the corporation in accordance with rule 19.3,
(g) the address for return of the ballot papers,
(h) the uniform resource locator (url) where, if internet voting is a method of polling, the polling website is located;
(i) the telephone number where, if telephone voting is a method of polling, the telephone voting facility is located,
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(j) the telephone number or telephone short code where, if text message voting is a method of polling, the text message voting facility is located,
(k) the date and time of the close of the poll,
(l) the address and final dates for applications for replacement voting information, and
(m) the contact details of the returning officer.
24. Issue of voting information by returning officer
24.1 Subject to rule 24.3, qs soon as is reasonably practicable on or after the publication of the notice of the poll, the returning officer is to send the following information by post to each member of the corporation named in the list of eligible voters:
(a) a ballot paper and ballot paper envelope,
(b) the ID declaration form (if required),
(c) information about each candidate standing for election, pursuant to rule 61 of these rules, and
(d) a covering envelope.
(“postal voting information”)
24.2 Subject to rules 24.3 and 24.4, as soon as is reasonably practicable on or after the publication of the notice of the poll, the returning officer is to send the following information by e-mail and/ or by post to each member of the corporation named in the list of eligible voters whom the corporation determines in accordance with rule 19.3 and/ or rule 19.4 may cast his or her vote by an e-voting method of polling:
(a) instructions on how to vote and how to make a declaration of identity (if required)
(b) the voter’s voter ID number,
(c) information about each candidate standing for election, pursuant to rule 64 of these rules, or details of where this information is readily available on the internet or available in such other formats as the returning officer thinks appropriate,
(d) contact details of the returning officer.
(“e-voting information”).
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24.3 The corporation may determine that any member of the corporation shall:
(a) only be sent postal voting information; or
(b) only be sent e-voting information; or
(c) be sent both postal voting information and e-voting information;
for the purposes of the poll.
24.4 If the corporation determines, in accordance with rule 22.3, that the e-voting information is to be sent only by e-mail to those members in the list of eligible voters for whom an e-mail address is included in that list, then the returning officer shall only send that information by e-mail.
24.5 The voting information is to be sent to the postal address and / or e-mail address for each member, as specified in the list of eligible voters.
25. Ballot paper envelope and covering envelope
25.1 The ballot paper envelope must have clear instructions to the voter printed on it, instructing the voter to seal the ballot paper inside the envelope once the ballot paper has been marked.
25.2 The covering envelope is to have:
(a) the address for return of the ballot paper printed on it, and
(b) pre-paid postage for return to that address.
25.3 There should be clear instructions, either printed on the covering envelope or elsewhere, instructing the voter to seal the following documents inside the covering envelope and return it to the returning officer:
(a) the completed ID declaration form if required, and
(b) the ballot paper envelope, with the ballot paper sealed inside it.
26. E-voting systems
26.1 If internet voting is a method of polling for the relevant election then the returning officer must provide a website for the purpose of voting over the internet (in these rules referred to as "the polling website").
26.2 If telephone voting is a method of polling for the relevant election then the returning officer must provide an automated telephone system for the purpose of voting by the use of a touch-tone telephone (in these rules referred to as “the telephone voting facility”).
26.3 If text message voting is a method of polling for the relevant election then the returning officer must provide an automated text messaging system for the purpose of voting by text message (in these rules referred to as “the text message voting facility”).
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26.4 The returning officer shall ensure that the polling website and internet voting system provided will:
(a) require a voter to:
(i) enter his or her voter ID number; and
(ii) where the election is for a public or patient constituency, make a declaration of identity;
in order to be able to cast his or her vote;
(b) specify:
(i) the name of the corporation,
(ii) the constituency, or class within a constituency, for which the election is being held,
(iii) the number of members of the council of governors to be elected from that constituency, or class within that constituency,
(iv) the names and other particulars of the candidates standing for election, with the details and order being the same as in the statement of nominated candidates,
(v) instructions on how to vote and how to make a declaration of identity,
(vi) the date and time of the close of the poll, and
(vii) the contact details of the returning officer;
(c) prevent a voter from voting for more candidates than he or she is entitled to at the election;
(d) create a record ("internet voting record") that is stored in the internet voting system in respect of each vote cast by a voter using the internet that comprises of-
(i) the voter’s voter ID number;
(ii) the voter’s declaration of identity (where required);
(iii) the candidate or candidates for whom the voter has voted; and
(iv) the date and time of the voter’s vote,
(e) if the voter’s vote has been duly cast and recorded, provide the voter with confirmation of this; and
(f) prevent any voter from voting after the close of poll.
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26.5 The returning officer shall ensure that the telephone voting facility and telephone voting system provided will:
(a) require a voter to
(i) enter his or her voter ID number in order to be able to cast his or her vote; and
(ii) where the election is for a public or patient constituency, make a declaration of identity;
(b) specify:
(i) the name of the corporation,
(ii) the constituency, or class within a constituency, for which the election is being held,
(iii) the number of members of the council of governors to be elected from that constituency, or class within that constituency,
(iv) instructions on how to vote and how to make a declaration of identity,
(v) the date and time of the close of the poll, and
(vii) the contact details of the returning officer;
(c) prevent a voter from voting for more candidates than he or she is entitled to at the election;
(d) create a record ("telephone voting record") that is stored in the telephone voting system in respect of each vote cast by a voter using the telephone that comprises of:
(i) the voter’s voter ID number;
(ii) the voter’s declaration of identity (where required);
(iii) the candidate or candidates for whom the voter has voted; and
(iv) the date and time of the voter’s vote
(e) if the voter’s vote has been duly cast and recorded, provide the voter with confirmation of this;
(f) prevent any voter from voting after the close of poll.
26.6 The returning officer shall ensure that the text message voting facility and text messaging voting system provided will:
(a) require a voter to
(i) provide his or her voter ID number; and
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(ii) where the election is for a public or patient constituency, make a declaration of identity;
in order to be able to cast his or her vote;
(b) prevent a voter from voting for more candidates than he or she is entitled to at the election;
(c) create a record ("text voting record") that is stored in the text messaging voting system in respect of each vote cast by a voter by text message that comprises of:
(i) the voter’s voter ID number;
(ii) the voter’s declaration of identity (where required);
(iii) the candidate or candidates for whom the voter has voted; and
iv) the date and time of the voter’s vote;
(e) if the voter’s vote has been duly cast and recorded, provide the voter with confirmation of this;
(f) prevent any voter from voting after the close of poll.
The poll
27. Eligibility to vote
27.1 An individual who becomes a member of the corporation on or before the closing date for the receipt of nominations by candidates for the election, is eligible to vote in that election.
28. Voting by persons who require assistance
28.1 The returning officer is to put in place arrangements to enable requests for assistance to vote to be made.
28.2 Where the returning officer receives a request from a voter who requires assistance to vote, the returning officer is to make such arrangements as he or she considers necessary to enable that voter to vote.
29. Spoilt ballot papers and spoilt text message votes
29.1 If a voter has dealt with his or her ballot paper in such a manner that it cannot be accepted as a ballot paper (referred to a “spoilt ballot paper”), that voter may apply to the returning officer for a replacement ballot paper.
29.2 On receiving an application, the returning officer is to obtain the details of the unique identifier on the spoilt ballot paper, if he or she can obtain it.
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29.3 The returning officer may not issue a replacement ballot paper for a spoilt ballot paper unless he or she:
(a) is satisfied as to the voter’s identity, and
(b) has ensured that completed ID declaration form, if required, has not been returned.
29.4 After issuing a replacement ballot paper for a spoilt ballot paper, the returning officer shall enter in a list (“the list of spoilt ballot papers”) –
(a) the name of the voter, and
(b) the details of the unique identifier of the spoilt ballot paper (if that officer was able to obtain it), and
(c) the details of the unique identifier of the replacement ballot paper.
29.5 If a voter has dealt with his or her text message vote in such a manner that it cannot be accepted as a vote (referred to as a “spoilt text message vote”), that voter may apply to the returning officer for a replacement voter ID number.
29.6 On receiving an application, the returning officer is to obtain the details of the voter ID number on the spoilt text message vote, if he or she can obtain it.
29.7 The returning officer may not issue a replacement voter ID number in respect of a spoilt text message vote unless he or she is satisfied as to the voter’s identity.
29.8 After issuing a replacement voter ID number in respect of a spoilt text message vote, the returning officer shall enter in a list (“the list of spoilt text message votes”):
(a) the name of the voter, and
(b) the details of the voter ID number on the spoilt text message vote (if that officer was able to obtain it), and
(c) the details of the replacement voter ID number issued to the voter.
30. Lost voting information
30.1 Where a voter has not received his or her voting nformation by the tenth day before the close of the poll, that voter may apply to the returning officer for replacement voting information.
30.2 The returning officer may not issue a replacement voting information in respect of lost voting information unless he or she:
(a) is satisfied as to the voter’s identity,
(b) has no reason to doubt that the voter did not receive the original voting information,
(c) has ensured that the declaration of identity, if required, has not been returned.
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30.3 After issuing replacement voting information in respect of lost voting information, the returning officer shall enter in a list (“the list of lost ballot dcouments”):
(a) the name of the voter,
(b) the details of the unique identifier of the replacement ballot paper, if applicable, and
(c) the voter ID number of the voter.
31. Issue of replacement voting information
31.1 If a person applies for a replacement voting information under rule 29 or 30 and a declaration of identity has already been received by the returning officer in the name of that voter, the returning officer may not issue replacement voting information unless, in addition to the requirements imposed rule 29.3 or 30.2, he or she is also satisfied that that person has not already voted in the election, notwithstanding the fact that a declaration of identity if required has already been received by the returning officer in the name of that voter.
31.2 After issuing replacement voting information under this rule, the returning officer shall enter in a list (“the list of tendered voting information”) –
(a) the name of the voter, and
(b) the details of the unique identifier of the replacement ballot paper issued under this rule,
(c) the voter ID number of the voter.
32. ID declaration form for replacement ballot papers (public and patient constituencies)
32.1 In respect of an election for a public or patient constituency an ID declaration form must be issued with each replacement ballot paper requiring the voter to make a declaration of identify.
Polling by internet, telephone or text
33. Procedure for remote voting by internet
33.1 To cast his or her vote using the internet, a voter will need to gain access to the polling website by keying in the url of the polling website provided in the voting information.
33.2 When prompted to do so, the voter will need to enter his or her voter ID number.
33.3 If the internet voting system authenticates the voter ID number, the system will give the voter access to the polling website for the election in which the voter is eligible to vote.
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33.4 To cast his or her vote, the voter will need to key in a mark on the screen opposite the particulars of the candidate or candidates for whom he or she wishes to cast his or her vote.
33.5 The voter will not be able to access the internet voting system for an election once his or her vote at that election has been cast.
34. Voting procedure for remote voting by telephone
34.1 To cast his or her vote by telephone, the voter will need to gain access to the telephone voting facility by calling the designated telephone number provided in the voter information using a telephone with a touch-tone keypad.
34.2 When prompted to do so, the voter will need to enter his or her voter ID number using the keypad.
34.3 If the telephone voting facility authenticates the voter ID number, the voter will be prompted to vote in the election.
34.4 When prompted to do so the voter may then cast his or her vote by keying in the numerical voting code of the candidate or candidates, for whom he or she wishes to vote.
34.5 The voter will not be able to access the telephone voting facility for an election once his or her vote at that election has been cast.
35. Voting procedure for remote voting by text message
35.1 To cast his or her vote by text message the voter will need to gain access to the text message voting facility by sending a text message to the designated telephone number or telephone short code provided in the voter information.
35.2 The text message sent by the voter must contain his or her voter ID number and the numerical voting code for the candidate or candidates, for whom he or she wishes to vote.
35.3 The text message sent by the voter will need to be structured in accordance with the instructions on how to vote contained in the voter information, otherwise the vote will not be cast.
Procedure for receipt of envelopes, internet votes, telephone votes and text message votes
36. Receipt of voting documents
36.1 Where the returning officer receives:
(a) a covering envelope, or
(b) any other envelope containing an ID declaration form if required, a ballot paper envelope, or a ballot paper,
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before the close of the poll, that officer is to open it as soon as is practicable; and rules 37 and 38 are to apply.
36.2 The returning officer may open any covering envelop or any ballot paper envelope for the purposes of rules 37 and 38, but must make arrangements to ensure that no person obtains or communicates information as to:
(a) the candidate for whom a voter has voted, or
(b) the unique identifier on a ballot paper.
36.3 The returning officer must make arrangements to ensure the safety and security of the ballot papers and other documents.
37. Validity of votes
37.1 A ballot paper shall not be taken to be duly returned unless the returning officer is satisfied that it has been received by the returning officer before the close of the poll, with an ID declaration form if required that has been correctly completed, signed and dated.
37.2 Where the returning officer is satisfied that paragraph 37.1has been fulfilled, he or she is to:
(a) put the ID declaration form if required in a separate packet, and
(b) put the ballot paper aside for counting after the close of the poll.
37.3 Where the returning officer is not satisfied that paragraph 37.1 has been fulfilled, he or she is to –
(a) mark the ballot paper “disqualified”,
(b) if there is an ID declaration form accompanying the ballot paper, mark it as “disqualified” and attach it the ballot paper,
(c) record the unique identifier on the ballot paper in a list (the “list of disqualified documents”), and
(d) place the document or documents in a separate packet.
37.4 An internet, telephone or text message vote shall not be taken to be duly returned unless the returning officer is satisfied that the internet voting record, telephone voting record or text voting record (as applicable) has been received by the returning officer before the close of the poll, with a declaration of identity if required that has been correctly made.
37.5 Where the returning officer is satisfied that rule 37.4 has been fulfilled, he or she is to put the internet voting record, telephone voting record or text voting record (as applicable) aside for counting after the close of the poll.
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37.6 Where the returning officer is not satisfied that rule 37.4 has been fulfilled, he or she is to:
(a) mark the internet voting record, telephone voting record or text voting record (as applicable) “disqualified”,
(b) record the voter ID number on the internet voting record, telephone voting record or text voting record (as applicable) in the list of disqualified documents; and
(c) place the document or documents in a separate packet.
38. Declaration of identity but no ballot paper (public and patient constituency) 1
38.1 Where the returning officer receives an ID declaration form if required but no ballot paper, the returning officer is to:
(a) mark the ID declaration form “disqualified”,
(b) record the name of the voter in the list of disqualified documents, indicating that a declaration of identity was received from the voter without a ballot paper; and
(c) place the ID declaration form in a separate packet.
39. De-duplication of votes
39.1 Where different methods of polling are being used in an election, the returning officer shall examine all votes cast to ascertain if a voter ID number has been used more than once to cast a vote in the election.
39.2 If the returning officer ascertains that a voter ID number has been used more than once to cast a vote in the election he or she shall:
(a) only accept as duly returned the first vote received that was cast using the relevant voter ID number; and
(b) mark as “disqualified” all other votes that were cast using the relevant voter ID number
39.3 Where a ballot paper is disqualified under this rule the returning officer shall:
(a) mark the ballot paper “disqualified”,
(b) if there is an ID declaration form accompanying the ballot paper, mark it “disqualified” and attach it to the ballot paper,
(c) record the unique identifier and the voter ID number on the ballot paper in the list of disqualified documents,
(d) place the document or documents in a separate packet, and
1 It should not be possible, technically, to make a declaration of identity electronically without also submitting a vote.
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(e) disregard the ballot paper when counting the votes in accordance with these rules.
39.4 Where an internet voting record, telephone voting record or text voting record is disqualified under this rule the returning officer shall:
(a) mark the internet voting record, telephone voting record or text voting record (as applicable) “disqualified”,
(b) record the voter ID number on the internet voting record, telephone voting record or text voting record (as applicable) in the list of disqualified documents;
(c) place the internet voting record, telephone voting record or text voting record (as applicable) in a separate packet, and
(d) disregard the internet voting record, telephone voting record or text voting record (as applicable) when counting the votes in accordance with these rules.
40. Sealing of packets
40.1 As soon as is possible after the close of the poll and after the completion of the procedure under rules 37 and 38, the returning officer is to seal the packets containing:
(a) the disqualified documents, together with the list of disqualified documents inside it,
(b) the ID declaration forms, if required,
(c) the list of spoilt ballot papers and the list of spoilt text message votes,
(d) the list of lost ballot documents,
(e) the list of eligible voters, and
(f) the list of tendered voting information
and ensure that complete electronic copies of the internet voting records, telephone voting records and text voting records created in accordance with rule 26 are held ina device suitable for the purpose of storage.
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Part 6 - Counting the votes
41. Interpretation of Part 6
41.1 In Part 6 of these rules –
“ballot document” means a ballot paper, internet voting record, telephone voting record or text voting record. “mark” means a figure, an identifiable written word, or a mark such as “X”,
42. Arrangements for counting of the votes –
42.1 The returning officer is to make arrangements for counting the votes as soon as is practicable after the close of the poll.
42.2 The returning officer may make arrangements for any votes to be counted using vote counting software where:
(a) the board of directors and the council of governors of the corporation have approved:
(i) the use of such software for the purpose of counting votes in the relevant election, and
(ii) a policy governing the use of such software, and
(b) the corporation and the returning officer are satisfied that the use of such software will produce an accurate result.
43. The count
43.1 The returning officer is to:
(a) count and record the number of:
(i) ballot papers that have been returned; and
(ii) the number of internet voting records, telephone voting records and/or text voting records that have been created, and
(b) count the votes according to the provisions in this Part of the rules and/or the provisions of any policy approved pursuant to rule 42.2(ii) where vote counting software is being used.
43.2 The returning officer, while counting and recording the number of ballot papers, internet voting records, telephone voting records and/or text voting records and counting the votes, must make arrangements to ensure that no person obtains or communicates information as to the unique identifier on a ballot paper or the voter ID number on an internet voting record, telephone voting record or text voting record.
43.3 The returning officer is to proceed continuously with counting the votes as far as is practicable.
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44. Rejected ballot papers and rejected text voting records
44.1 Any ballot paper:
(a) which does not bear the features that have been incorporated into the other ballot papers to prevent them from being reproduced,
(b) on which votes are given for more candidates than the voter is entitled to vote,
(c) on which anything is written or marked by which the voter can be identified except the unique identifier, or
(d) which is unmarked or rejected because of uncertainty,
shall, subject to rules 44.2 and 44.3 below, be rejected and not counted.
44.2 Where the voter is entitled to vote for more than one candidate, a ballot paper is not to be rejected because of uncertainty in respect of any vote where no uncertainty arises, and that vote is to be counted.
44.3 A ballot paper on which a vote is marked:
(a) elsewhere than in the proper place,
(b) otherwise than by means of a clear mark,
(c) by more than one mark,
is not to be rejected for such reason (either wholly or in respect of that vote) if an intention that the vote shall be for one or other of the candidates clearly appears, and the way the paper is marked does not itself identify the voter and it is not shown that he or she can be identified by it.
44.4 The returning officer is to:
(a) endorse the word “rejected” on any ballot paper which under this rule is not to be counted, and
(b) in the case of a ballot paper on which any vote is counted under rules 44.2 or 44.3 above, endorse the words “rejected in part” on the ballot paper and indicate which vote or votes have been counted.
44.5 The returning officer is to draw up a statement showing the number of rejected ballot papers under the following headings:
(a) does not bear proper features that have been incorporated into the ballot paper,
(b) voting for more candidates than the voter is entitled to,
(c) writing or mark by which voter could be identified, and
(d) unmarked or rejected because of uncertainty,
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and, where applicable, each heading must record the number of ballot papers rejected in part.
44.6 Any text voting record:
(a) on which votes are given for more candidates than the voter is entitled to vote,
(b) on which anything is written or marked by which the voter can be identified except the voter ID number, or
(c) which is unmarked or rejected because of uncertainty,
shall, subject to rules 44.7 and 44.8, be rejected and not counted.
44.7 Where the voter is entitled to vote for more than one candidate, a text voting record is not to be rejected because of uncertainty in respect of any vote where no uncertainty arises, and that vote is to be counted.
44.8 A text voting record on which a vote is marked:
(a) otherwise than by means of a clear mark,
(b) by more than one mark,
is not to be rejected for such reason (either wholly or in respect of that vote) if an intention that the vote shall be for one or other of the candidates clearly appears, and the way the text voting record is marked does not itself identify the voter and it is not shown that he or she can be identified by it.
44.9 The returning officer is to:
(a) endorse the word “rejected” on any text voting record which under this rule is not to be counted, and
(b) in the case of a text voting record on which any vote is counted under rules 44.7 and 44.8, endorse the words “rejected in part” on the text voting record and indicate which vote or votes have been counted.
44.10 The returning officer is to draw up a statement showing the number of rejected text voting records under the following headings:
(a) voting for more candidates than the voter is entitled to,
(b) writing or mark by which voter could be identified, and
(c) unmarked or rejected because of uncertainty,
and, where applicable, each heading must record the number of text voting records rejected in part.
45 Not used
46 Not used
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47 Not used
48 Not used
49 Not used
50 Not used
51. Equality of votes
51.1 Where, after the counting of votes is completed, an equality of votes is found to exist between any candidates and the addition of a vote would entitle any of those candidates to be declared elected, the returning officer is to decide between those candidates by a lot, and proceed as if the candidate on whom the lot falls had received an additional vote.
Part 7 – Final proceedings in contested and uncontested elections
52. Declaration of result for contested elections
52.1 In a contested election, when the result of the poll has been ascertained, the returning officer is to:
(a) declare the candidate or candidates whom more votes have been given than for the other candidates, up to the number of vacancies to be filled on the council of governors from the constituency, or class within a constituency, for which the election is being held to be elected,
(b) give notice of the name of each candidate who he or she has declared elected:
(i) where the election is held under a proposed constitution pursuant to powers conferred on the Mersey Care NHS Trust by section 33(4) of the 2006 Act, to the chairman of the NHS Trust, or
(ii) in any other case, to the chairman of the corporation; and
(c) give public notice of the name of each candidate whom he or she has declared elected.
52.2 The returning officer is to make:
(a) the total number of votes given for each candidate (whether elected or not), and
(b) the number of rejected ballot papers under each of the headings in rule 44.5,
(c) the number of rejected ballot papers under each of the headings in rule 44.10,
available on request.
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53. Declaration of result for uncontested elections
53.1 In an uncontested election, the returning officer is to as soon as is practicable after final day for the delivery of notices of withdrawals by candidates from the election:
(a) declare the candidate or candidates remaining validly nominated to be elected,
(b) give notice of the name of each candidate who he or she has declared elected to the chairman of the corporation, and
(c) give public notice of the name of each candidate who he or she has declared elected.
Part 8 – Disposal of documents
54. Sealing up of documents relating to the poll
54.1 On completion of the counting at a contested election, the returning officer is to seal up the following documents in separate packets –
(a) the counted ballot papers, internet voting records, telephone voting records and text voting records,
(b) the ballot papers and text voting records endorsed with “rejected in part”,
(c) the rejected ballot papers and text voting records, and
(d) the statement of rejected ballot papers and the statement of rejected text voting records.
and ensure that complete electronic copies of the internet voting records, telephone voting records and text voting records created in accordance with rule 26 are held in a device suitable for the purpose of storage
54.2 The returning officer must not open the sealed packets of:
(a) the disqualified documents, with the list of disqualified documents inside it,
(c) the list of spoilt ballot papers and the list of spoilt text message votes,
(d) the list of lost ballot papers, and
(e) the list of eligible voters,
or access the complete electronic copies of the internet voting records, telephone voting records and text voting records created in accordance with rule 26 and held in a device suitable for the purpose of storage.
54.3 The returning officer must endorse on each packet a description of –
(a) its contents,
(b) the date of the publication of notice of the election,
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(c) the name of the corporation to which the election relates, and
(d) the constituency, or class within a constituency, to which the election relates.
55. Delivery of documents
55.1 Once the documents relating to the poll have been sealed up and endorsed pursuant to rule 56, the returning officer is to forward them to the chair of the corporation.
56. Forwarding of documents received after close of the poll
56.1 Where –
(a) any voting documents are received by the returning officer after the close of the poll, or
(b) any envelopes addressed to eligible voters are returned as undelivered too late to be resent, or
(c) any applications for replacement voting information are made too late to enable new voting information to be issued,
the returning officer is to put them in a separate packet, seal it up, and endorse and forward it to the chairman of the corporation.
57. Retention and public inspection of documents
57.1 The corporation is to retain the documents relating to an election that are forwarded to the chair by the returning officer under these rules for one year, and then, unless otherwise directed by the board of directors of the corporate, cause them to be destroyed.
57.2 With the exception of the documents listed in rule 58.1, the documents relating to an election that are held by the corporation shall be available for inspection by members of the public at all reasonable times.
57.3 A person may request a copy or extract from the documents relating to an election that are held by the corporation, and the corporation is to provide it, and may impose a reasonable charge for doing so.
58. Application for inspection of certain documents relating to an election
58.1 The corporation may not allow:
(a) the inspection of, or the opening of any sealed packet containing:
(i) any rejected ballot papers, including ballot papers rejected in part,
(ii) any rejected text voting records, including text voting records rejected in part,
(iii) any disqualified documents, or the list of disqualified documents,
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(iv) any counted ballot papers, internet voting records, telephone voting records or text voting records, or
(v) the list of eligible voters, or
(b) access to or the inspection of the complete electronic copies of the internet voting records, telephone voting records and text voting records created in accordance with rule 26 and held in a device suitable for the purpose of storage,
by any person without the consent of the board of directors of the corporation.
58.2 A person may apply to the board of directors of the corporation to inspect any of the documents listed in rule 58.1, and the board of directors of the corporation may only consent to such inspection if it is satisfied that it is necessary for the purpose of questioning an election pursuant to Part 11.
58.3 The board of directors of the corporation’s consent may be on any terms or conditions that it thinks necessary, including conditions as to:
(a) persons,
(b) time,
(c) place and mode of inspection,
(d) production or opening,
and the corporation must only make the documents available for inspection in accordance with those terms and conditions.
58.4 On an application to inspect any of the documents listed in rule 58.1 the board of directors for the corporation must:
(a) in giving its consent, and
(b) in making the documents available for inspection,
ensure that the way in which the vote of any particular member has been given shall not be disclosed, until it has been established:
(i) that his or her vote was given, and
(ii) that Monitor has declared that the vote was invalid.
Part 9 – Death of a candidate during a contested election
59. Countermand or abandonment of poll on death of candidate –
59.1 If at a contested election, proof is given to the returning officer’s satisfaction before the result of the election is declared that one of the persons named or to be named as a candidate has died, then the returning officer is to:
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(a) countermand notice of the poll, or, if ballot papers have been issued, direct that the poll be abandoned within that constituency or class, and
(b) order a new election, on a date to be appointed by him or her in consultation with the corporation, within the period of 40 days, computed in accordance with rule 3 of these rules, beginning with the day that the poll was countermanded or abandoned.
59.2 Where a new election is ordered under rule 59.1, no fresh nomination is necessary for any candidate who was validly nominated for the election where the poll was countermanded or abandoned but further candidates shall be invited for that constituency or class.
59.3 Where a poll is abandoned under rule 59.1(a), rules 59.4 to 59.7 are to apply.
59.4 The returning officer shall not take any step or further step to open envelopes or deal with their contents in accordance with rules 38 and 39, and is to make up separate sealed packets in accordance with rule 40.
59.5 The returning officer is to:
(a) count and record the number of ballot papers, internet voting records, telephone voting records and text voting records that have been received,
(b) seal up the ballot papers, internet voting records, telephone voting records and text voting records into packets, along with the records of the number of ballot papers, internet voting records, telephone voting records and text voting records and
ensure that complete electronic copies of the internet voting records, telephone voting records and text voting records created in accordance with rule 26 are held in a device suitable for the purpose of storage.
59.6 The returning officer is to endorse on each packet a description of:
(a) its contents,
(b) the date of the publication of notice of the election,
(c) the name of the corporation to which the election relates, and
(d) the constituency, or class within a constituency, to which the election relates.
59.7 Once the documents relating to the poll have been sealed up and endorsed pursuant to rules 59.4 to 59.6, the returning officer is to deliver them to the chairman of the corporation, and rules 57 and 58 are to apply.
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Part 10 – Election expenses and publicity
Election expenses
60. Election expenses
60.1 Any expenses incurred, or payments made, for the purposes of an election which contravene this Part are an electoral irregularity, which may only be questioned in an application to the Monitor under Part 11 of these rules.
61. Expenses and payments by candidates –
61.1 A candidate may not incur any expenses or make a payment (of whatever nature) for the purposes of an election, other than expenses or payments that relate to:
(a) personal expenses,
(b) travelling expenses, and expenses incurred while living away from home, and
(c) expenses for stationery, postage, telephone, internet (or any similar means of communication) and other petty expenses, to a limit of £100.
62. Election expenses incurred by other persons –
62.1 No person may:
(a) incur any expenses or make a payment (of whatever nature) for the purposes of a candidate’s election, whether on that candidate’s behalf or otherwise, or
(b) give a candidate or his or her family any money or property (whether as a gift, donation, loan, or otherwise) to meet or contribute to expenses incurred by or on behalf of the candidate for the purposes of an election.
62.2 Nothing in this rule is to prevent the corporation from incurring such expenses, and making such payments, as it considers necessary pursuant to rules 63 and 64.
Publicity
63. Publicity about election by the corporation –
63.1 The corporation may:
(a) compile and distribute such information about the candidates, and
(b) organise and hold such meetings to enable the candidates to speak and respond to questions,
as it considers necessary.
63.2 Any information provided by the corporation about the candidates, including information compiled by the corporation under rule 64, must be:
(a) objective, balanced and fair,
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(b) equivalent in size and content for all candidates,
(c) compiled and distributed in consultation with all of the candidates standing for election, and
(d) must not seek to promote or procure the election of a specific candidate or candidates, at the expense of the electoral prospects of one or more other candidates.
63.3 Where the corporation proposes to hold a meeting to enable the candidates to speak, the corporation must ensure that all of the candidates are invited to attend, and in organising and holding such a meeting, the corporation must not seek to promote or procure the election of a specific candidate or candidates at the expense of the electoral prospects of one or more other candidates.
64. Information about candidates for inclusion with voting information
64.1 The corporation must compile information about the candidates standing for election, to be distributed by the returning officer pursuant to rule 24 of these rules.
64.2 The information must consist of:
(a) a statement submitted by the candidate of no more than 250 words,
(b) if voting by telephone or text message is a method of polling for the election, the numerical voting code allocated by the returning officer to each candidate, for the purpose of recording votes using the telephone viting facility or the text voting facility (“numerical voting code”), and
(c) a photograph of the candidate.
65. Meaning of “for the purposes of an election”
65.1 In this Part, the phrase “for the purposes of an election” means with a view to, or otherwise in connection with, promoting or procuring a candidate’s election, including the prejudicing of another candidate’s electoral prospects; and the phrase “for the purposes of a candidate’s election” is to be construed accordingly.
65.2 The provision by any individual of his or her own services voluntarily, on his or her own time, and free of charge is not to be considered an expense for the purposes of this Part.
Part 11 – Questioning elections and the consequence of irregularities
66. Application to question an election
66.1 An application alleging a breach of these rules, including an electoral irregularity under Part 10, may be made to Monitor for the purpose of seeking a referral to the independent election arbitration panel (IEAP).
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66.2 An application may only be made once the outcome of the election has been declared by the returning officer.
66.3 An application may only be made to Monitor by:
(a) a person who voted at the election or who claimed to have had the right to vote, or
(b) a candidate, or a person claiming to have had a right to be elected at the election.
66.4 The application must:
(a) describe the alleged breach of the rules or electoral irregularity, and
(b) be in such a form as the independent election arbitration panel may require.
66.5 The application must be presented in writing within 21 days of the declaration of the result of the election. Monitor will refer the application to the independent election arbitration panel appointed by Monitor.
66.6 If the independent election arbitration panel requests further information from the applicant, then that person must provide it as soon as is reasonably practicable.
66.7 Monitor shall delegate the determination of an application to a person or panel of persons to be nominated for the purpose.
66.8 The determination by the independent election arbitration panel shall be binding on and shall be given effect by the corporation, the applicant and the members of the constituency (or class within a constituency) including all the candidates for the election to which the application relates.
66.9 The independent election arbitration panel may prescribe rules of procedure for the determination of an application including costs.
Part 12 – Miscellaneous
67. Secrecy
67.1 The following persons
(a) the returning officer,
(b) the returning officer’s staff,
must maintain and aid in maintaining the secrecy of the voting and the counting of the votes, and must not, except for some purpose authorised by law, communicate to any person any information as to:
(i) the name of any member of the corporation who has or has not been given voting information or who has or has not voted,
(ii) the unique identifier on any ballot paper,
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(iii) the voter ID number allocated to any voter,
(iii) the candidate(s) for whom any member has voted.
67.2 No person may obtain or attempt to obtain information as to the candidate(s) for whom a voter is about to vote or has voted, or communicate such information to any person at any time, including the unique identifier on a ballot paper given to a voter or the voter ID number allocated to a voter.
67.3 The returning officer is to make such arrangements as he or she thinks fit to ensure that the individuals who are affected by this provision are aware of the duties it imposes.
68. Prohibition of disclosure of vote
68.1 No person who has voted at an election shall, in any legal or other proceedings to question the election, be required to state for whom he or she has voted.
69. Disqualification
69.1 A person may not be appointed as a returning officer, or as staff of the returning officer pursuant to these rules, if that person is:
(a) a member of the corporation,
(b) an employee of the corporation,
(c) a director of the corporation, or
(d) employed by or on behalf of a person who has been nominated for election.
70. Delay in postal service through industrial action or unforeseen event
70.1 If industrial action, or some other unforeseen event, results in a delay in –
(a) the delivery of the documents in rule 24, or
(b) the return of the ballot papers and declarations of identity.
the returning officer may extend the time between the publication of the notice of the poll and the close of the poll by such period as he or she considers appropriate.
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ANNEX 6 – ADDITIONAL PROVISIONS – COUNCIL OF GOVERNORS
1. APPOINTED GOVERNORS
1.1. The appointed governors shall be appointed by the appointing organisations, in accordance with a process agreed with the Trust Secretary.
2. NOT USED
3. TENURE FOR GOVERNORS Appointed governors
3.1. An appointed governor:
3.1.1. shall subject to the staggered initial appointments required by paragraph 9 of this Annex 6 below normally hold office for a period of three years commencing immediately after the Annual Members’ Meeting at which his appointment is announced save where such term of office commences pursuant to the exercise of paragraph 8.2 of this Annex 6 below on the occasion of a vacancy, in which case the relevant term of office shall commence on the date of such appointment and shall expire on the expiry of the remainder of the term of office of the governor who has vacated the seat;
3.1.2. shall be eligible for re-appointment at the end of his term of office;
3.1.3. may not hold office for longer than nine consecutive years, and shall not be eligible for re-appointment if he/she has already held office for more than six consecutive years.
3.2. For the purposes of these provisions concerning terms of office for appointed governors, “year” means a period commencing on the date the appointed governor took office and ending twelve (12) calendar months later.
3.3. An appointed governor shall cease to hold office if the organisation which appointed him terminates his employment or contract for services or withdraws its sponsorship of him.
Elected Governors
3.4. An elected governor:
3.4.1. shall subject to the staggered initial terms of office required by paragraph 9 of this Annex 6 below normally hold office for a period of three years commencing on the date notified to him by the trust following the election process save where such term of office commences pursuant to the exercise of paragraph 8.2 of this Annex 6 below on the occasion of a vacancy, in which case the relevant term of office shall commence on the date of such appointment and
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shall expire on the expiry of the remainder of the term of office of the governor who has vacated the seat;
3.4.2. shall be eligible for re-election at the end of his term of office;
3.4.3. may not hold office for longer than nine consecutive years, and shall not be eligible for re-election if he/she has already held office for more than six consecutive years.
3.5. For the purposes of these provisions concerning terms of office for elected governors, “year” means a period commencing on the date the elected governor took office and ending twelve (12) calendar months later.
4. FURTHER PROVISIONS AS TO ELIGIBILITY TO BE A GOVERNOR
4.1. A person may not become a governor of the trust, and if already holding such office will immediately cease to do so, if:
4.1.1. they are a Director of the trust or a director of any other NHS body (unless they are appointed by an appointing organisation which is an NHS body);
4.1.2. they are the spouse, partner, parent or child of a member of the Board of Directors of the trust;
4.1.3. they are a member of a local authority’s scrutiny committee covering health matters;
4.1.4. they are a director (or equivalent) of the trust’s Local Healthwatch (unless they are appointed by such an organisation);
4.1.5. they have previously been removed as a governor pursuant to paragraph 6 or 7 of this Annex 6;
4.1.6. they are under 16 years of age at the closing date for nominations for their election or appointment;
4.1.7. they refuse to sign a declaration in the form specified by the Trust Secretary confirming that they are not prevented by this constitution from being a member of the Council of Governors;
4.1.8. they fail to sign and deliver to the Trust Secretary a statement in the form required by the Trust Secretary confirming acceptance of the code of conduct for governors;
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4.1.9. they have previously been or are currently subject to a sex offender order and/or required to register under the Sexual Offences Act 2003 or have committed a sexual offence prior to the requirement to register under current legislation;
4.1.10. they have within the preceding two years been dismissed, otherwise than by reason of redundancy, from any paid employment with an NHS body;
4.1.11. they are a person whose tenure of office as the chair or as a member or governor or director of an NHS body has been terminated on the grounds that their appointment is not in the interests of the health service, reasons including non-attendance at meetings or for non-disclosure of a pecuniary interest;
4.1.12. on the basis of disclosures obtained through an application to the Disclosure and Barring Service, they are not considered suitable by the trust’s director responsible for human resources;
4.1.13. they are a person who has had his name removed or been suspended from any list (including any performers list maintained by NHS England) prepared under the 2006 Act or under any related subordinate legislation or who has otherwise been suspended or disqualified from any healthcare profession, and has not subsequently had his name included in such a list or had his suspension lifted or qualification reinstated;
4.1.14. Monitor has exercised its powers to remove that person as a governor of an NHS foundation trust or has suspended him from such office or has disqualified him from holding office as a governor for a specified period or Monitor has exercised any of those powers concerned at any time;
4.1.15. he/she lacks capacity within the meaning of the Mental Capacity Act 2005;
4.1.16. he/she requires and has not been granted leave within the meaning of the MHA in order to attend Council of Governor meetings;
4.1.17. they have within the preceding five (5) years been made subject to or are currently subject to:
4.1.17.1. a Hospital Order under section 37 of the MHA whether or not subject to restrictions under section 41;
4.1.17.2. an interim Hospital Order under section 38 of the MHA;
4.1.17.3. a hospital direction under section 45A of the MHA;
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4.1.17.4. a transfer direction under section 47 or section 48 of the MHA whether or not subject to restrictions under section 49; and/or
4.1.17.5. an order under the Criminal Procedure (Insanity) Act 1964 as amended;
4.1.18. they are an unfit person within the meaning of the trust’s provider licence, save where Monitor has provided approval in writing to them becoming or continuing as a governor.
4.2. The Trust Secretary shall, at his/ her entire discretion, determine whether an individual is eligible to become or continue as a governor under the provisions of paragraph 4.1 above.
5. TERMINATION OF OFFICE AND REMOVAL OF GOVERNORS
5.1. A person holding office as a governor shall immediately cease to do so if:
5.1.1. they resign by notice in writing to the Trust Secretary;
5.1.2. they fail to attend three consecutive meetings of the Council of Governors, unless a majority of the other governors are satisfied that:
5.1.2.1. the absences were due to reasonable causes; and
5.1.2.2. they will be able to start attending meetings of the Council of Governors again within such a period as the other governors consider reasonable;
5.1.3. they have refused without reasonable cause to undertake any training which the Council of Governors requires all governors to undertake;
5.1.4. they have failed to sign and deliver to the Trust Secretary a statement in the form required by the Trust Secretary confirming acceptance of the code of conduct for governors;
5.1.5. they are removed from the Council of Governors under the provisions of paragraphs 6 or 7 of this Annex 6;
5.1.6. they are expelled from membership of the trust or in the case of any elected governor cease to be a member of the trust for any other reason.
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6. TERMINATION OF OFFICE AND REMOVAL OF GOVERNOR – FAILURE TO DISCLOSE A DECLARABLE INTEREST
6.1. Any governor who fails to disclose any interest required to be disclosed under this constitution must permanently vacate their office if required to do so by a majority of the remaining governors.
7. TERMINATION OF OFFICE AND REMOVAL OF GOVERNORS – PROCESS FOR REMOVAL BY THE COUNCIL OF GOVERNORS
7.1. A governor may be removed from the Council of Governors by a resolution approved by not less than three quarters of the remaining governors present and voting at the meeting on grounds including but not limited to that:
7.1.1. they have committed a material breach of any code of conduct for governors; or
7.1.2. they have acted in a manner detrimental to the interests of the trust; or
7.1.3. the Council of Governors considers that it is not in the best interests of the trust for them to continue as a governor;
and there is a recommendation from a working group formed under paragraph 7.2 below for them to be removed from office.
7.2. There shall be a working group of the Council of Governors whose function shall be to receive and consider concerns about the conduct of any governor and to make recommendations to the Council of Governors. The working group shall be made up of one governor from the Public Constituencies, one governor from the Service User and Carer Constituency, one governor from the Staff Constituency and one Appointed Governor. Each member of the working group shall be appointed by the Council of Governors and shall serve until they are otherwise removed or resign. The quorum of the working group shall be three (3) governors. No governor may consider any concern of which they are the subject.
7.3. If any governor, director or member of the trust has concerns about the conduct of any governor, including but not limited to where such conduct involves:
7.3.1. a breach of any governors’ code of conduct;
7.3.2. causing disruption to meetings of the Council of Governors, Board of Directors, members meetings, any working group of the Council of Governors or any committee of the trust;
7.3.3. threatening any individual;
7.3.4. jeopardising the health or welfare of any patient;
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7.3.5. causing disruption to the operations of the trust; or
7.3.6. causing damage to the reputation of the trust;
he/she may make a complaint in writing about that governor to the working group of governors established pursuant to paragraph 7.2 above, which shall investigate the complaint and make recommendations to the Council of Governors as to any action the working group considers necessary, which may include a recommendation that a governor is removed from office pursuant to paragraph 7.1 above.
7.4. A governor may resign from office by giving notice in writing to the Trust Secretary, to take effect immediately or following such period of notice as may be specified in such notice. For the avoidance of doubt, any such resignation does not need to be accepted by the Trust Secretary to be effective.
8. VACANCIES AMONGST GOVERNORS
8.1. Where a vacancy arises on the Council of Governors for any reason other than expiry of term of office, the following provisions will apply.
8.2. Where the vacancy arises amongst the appointed governors, the Trust Secretary shall request that the appointing organisation appoints a replacement to hold office for the remainder of the term of office.
8.3. Where the vacancy arises amongst the elected governors, the Trust Secretary shall, having consulted the Chairman, either:
8.3.1. call an election within three months to fill the seat for the remainder of that term of office; or
8.3.2. invite the next highest polling candidate for that seat at the most recent election, who is willing to take office, to fill the seat until the next election, at which time the seat will fall vacant and subject to election or
8.3.3. to leave the seat vacant until the next elections are held provided that during such period, the Council of Governors will continue to meet the requirement at paragraph 1 of Annex 4 of this constitution and can continue to meet the quorum requirements at paragraph 3.11 of Annex 8 of this constitution.
9. INITIAL GOVERNORS
9.1. The first Council of Governor elections and appointments shall be organised as set out in the remainder of this paragraph 9 in order to enable staggered future elections and appointments.
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9.2. Subject to paragraph 9.5 below, the The initial elected governors shall be elected for terms of office as set out in the table below:
Staff Constituency Service User and Carer Constituency
Public Constituencies
3 members shall be appointed for 2 years only
5 members shall be appointed for 2 years only
3 members shall be appointed for 2 years only
4 members shall be appointed for 3 years.
5 members shall be appointed for 3 years.
4 members shall be appointed for 3 years.
9.2.1. The terms of office for governors elected to the Service User and Carer and Public Constituencies shall be determined by the number of votes cast with terms of office being awarded to those candidates in an order of priority commencing with the candidate polling the most votes and ending with the candidate polling the least votes, with,
9.2.1.1. in the case of the Staff Constituency, the 4 highest polling candidates being awarded a 3 year term and the 3 candidates polling the least votes being awarded a 2 year term (see paragraph 9.4.2 for further details),
9.2.1.2. in the case of the Service User and Carer Constituency, the 5 highest polling candidates being awarded a 3 year term and the 5 candidates polling the least votes being awarded a 2 year term and,
9.2.1.3. in the case of the Public Constituencies, the 4 highest polling candidates being awarded a 3 year term and the 3 candidates polling the least votes being awarded a 2 year term.
No allowance or consideration shall be made as to which Class within the Constituency the governor is to be elected to. In the case of any ties the order of priority of candidates shall be determined by lot.
9.2.2. The terms of office for governors elected to the Staff Constituencies shall be determined by the number of votes cast as a percentage of the whole number of staff in that Class of the Staff Constituency with terms of office being awarded to those candidates in an order of priority commencing with the candidate polling the most votes as a percentage of their Class and ending with the candidate polling the least votes as a percentage of their Class, with the highest polling candidate being awarded a 3 year term and with the remaining terms being awarded in the order of priority established commencing with the longest terms remaining and ending with the shortest terms.
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9.3. Where an initial governor is elected in an uncontested ballot he shall be allocated a term of office after those governors who have been elected as a result of a contested ballot in the same constituency, with the longest available terms of office being allocated first.
9.4. Where more than one governor has been elected through an uncontested ballot in the same constituency the Trust Secretary shall allocate the terms of office as follows: 9.4.1. firstly in such a way that, where possible, any governors in the same
class do not have the same length of term of office; and
9.4.2. secondly where the length of any term of office remains to be determined, by arranging for the relevant governors to draw lots.
9.5. The initial governors elected to the Public Constituencies, Service User & Carer Constituencies and Staff Constitutencies set out below shall be appointed to an initial term of office that commences on the date notified to them by the trust and ends on 30 April 2018 (subject to any earlier termination of their office in accordance with this constitution), namely:
9.5.1. in the case of the Public Constituencies:
9.5.1.1. the Ribble Valley governor,
9.5.1.2. the Cumbria, Lancashire (excluding Ribble valley) and Greater Manchester governor, and
9.5.1.3. the Rest of England governor.
9.5.2. in the case of the Service User and Carer Constituencies:
9.5.2.1. the Service Users in the rest of England and Wales governor, and
9.5.2.2. the Carers in the rest of England and Wales governor;
9.5.3. in the case of the Staff Constituencies:
9.5.3.1. the Medical Staff (transferred from Calderstones) governor,
9.5.3.2. the Nursing Staff (transferred from Calderstones) governor, and
9.5.3.3. the Other Clinical and Clinical Support Staff (transferred from Calderstones) governor.
9.5.9.6. Subject to pargarph 9.7 below, theThe initial Appointed Governors shall be appointed for terms of office as set out below:
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9.5.1.9.6.1. The local authority appointed governor shall be appointed for 3 years;
9.5.2.9.6.2. The clinical commissioning group appointed governor shall be appointed for 3 years;
9.5.3.9.6.3. The university / academic partner appointed governor shall be appointed for 2 years;
9.5.4.9.6.4. The governor appointed by NHS England shall be appointed for 2 years; and
9.6.5. The voluntary sector appointed governor shall be appointed for 2 years.
9.6.9.7. The second local authority appointed governor (added as a result of changes incorporated into Version 2 of this Constitution) shall be appointed for an initial term of office that commences on the date notified to them by the trust and ends on 30 April 2018 (subject to any earlier termination of his / her office in accordance with this constitution).
10. GOVERNORS’ CODE OF CONDUCT
10.1. The trust may from time to time publish a governors’ code of conduct and each governor shall be required, on his appointment, to provide written confirmation that he/she will abide by any such code of conduct.
10.2. The Trust Secretary in consultation with the Chairman, shall draw up any code of conduct for approval by the Board of Directors. Any amendment to the code of conduct shall be made using the same process.
11. LEAD GOVERNOR
11.1. The Council of Governors shall appoint one of the governors as the Lead Governor. Subject to paragraphs 11.2 and 11.3 below, such governor shall fulfil the role of the Lead Governor for a period of 12 months.
11.2. The Council of Governors may reappoint a governor to the position of Lead Governor at the end of any 12 month period, if he/she wishes to be so reappointed.
11.3. If the Lead Governor notifies the Council of Governors, prior to the end of his term in office, that he/she no longer wishes to be the Lead Governor then the Council of Governors shall appoint another governor as the Lead Governor.
11.4. The role and responsibilities of the Lead Governor will be determined by the trust and set out in a written role description. They shall include but not be limited to:
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11.4.1. leading the Council of Governors where it would be inappropriate for the Chairman or Vice Chair to do so, such circumstances to be determined by the senior independent director;
11.4.2. providing input to the senior independent director in respect of the evaluation of the Chairman; and
11.4.3. liaising with Monitor where it would be inappropriate for the Chairman to do so.
11.5. The Lead Governor will act in accordance with the terms of reference for the Lead Governor produced by the trust, as may be updated from time to time.
11.6. The Lead Governors shall lead the Council of Governors in the event that:
11.6.1. neither the Chairman or Vice Chair is present at a meeting; or
11.6.2. both the Chairman and the Vice Chair are disqualified from voting by virtue of a conflict of interest.
12. COMMUNICATIONS FROM GOVERNORS
12.1. Any communications to the members as a whole from individual governors shall be approved by the Council of Governors or, where such communication is requested between meetings of the Council of Governors, the communication may be approved by the Chairman.
12.2. Any communications which are approved in accordance with paragraph 12.1 above, shall be distributed to the members by the trust acting through the Trust Secretary.
12.3. The trust shall facilitate communications between a governor and the members in his constituency on no more than two (2) occasions per annum. Any such communications shall be distributed by the trust acting through the Trust Secretary.
12.4. Any communication produced by a governor for the purposes set out above, must make clear that the views or opinions expressed therein are those of that governor and not necessarily those of the trust. The Trust Secretary shall have the right to insert such a provision in any communication where such a provision is lacking.
12.5. Individual governors may, by making a request to the Chairman, request that the trust circulates information to the other governors. Subject to paragraph 12.6 below, the Chairman shall circulate the requested information to the governors, via the Trust Secretary, where the Chairman considers that the information relates to the business of the Council of Governors.
12.6. The Chairman or Trust Secretary may decline to circulate the information requested to be circulated under the provisions of this paragraph 12 for reasons including but not limited to:
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12.6.1. the volume of information to be circulated;
12.6.2. the frequency of such requests;
12.6.3. the nature of the information to be circulated; or
12.6.4. the administrative cost to the trust of circulating such information.
12.7. For the avoidance of doubt, the trust shall not provide to any governor the contact details of any member who has requested that his details, as recorded in the register of members, are not available for inspection by the public.
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ANNEX 7 - ADDITIONAL PROVISIONS – BOARD OF DIRECTORS
1. APPOINTMENT AND REMOVAL OF CHAIRMAN AND OTHER NON-EXECUTIVE DIRECTORS
1.1. A nominations committee with external advice, as appropriate, shall be responsible for the identification and nomination of non-executive directors.
1.2. The Council of Governors will maintain a policy for the composition of the non-executive directors which takes account of the membership strategy, and which they shall review from time to time and not less than every three years.
1.3. The nominations committee will comprise the Chairman of the trust (or, when a chairman is being appointed, the Vice Chair unless he/she is standing for appointment, in which case another non-executive director), two elected governors and one appointed governor. The chair of another foundation trust may be invited to act as an independent assessor to the nominations committee but shall not be a member of such committee.
1.4. The nominations committee may work with an external organisation recognised as expert at appointments to identify the skills and experience required for non-executive directors.
1.5. The nominations committee shall regularly review the structure size and composition of the Board of Directors and make recommendations for change, where appropriate.
1.6. The nominations committee shall prepare a description of the role and capabilities required for any new non-executive director appointment and an assessment of the time commitment required. The Council of Governors shall take into account the views of the Board of Directors on the qualifications, skills and experience required for the position.
1.7. Suitable candidates (not more than five for each vacancy) will be identified by a nominations committee through a process of open competition. Once suitable candidates have been identified, the nominations committee shall make recommendations to the Council of Governors.
2. THE REMOVAL OR RESIGNATION OF THE CHAIRMAN AND OTHER NON-EXECUTIVE DIRECTORS
2.1. Any proposal for removal of the Chairman or another non-executive director must be proposed by a governor and seconded by not less than twelve governors including at least two elected governors and two appointed governors.
2.2. Written reasons for the proposal shall be provided to the non-executive director in question, who shall be given the opportunity to set out his position in response.
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2.3. In making any decision to remove the Chairman or another non-executive director, the Council of Governors shall take into account the most recent annual appraisal carried out in respect of the Chairman or other non-executive director.
2.4. Removal of the Chairman or any other non-executive director shall require the approval of three-quarters of the members of the Council of Governors. If any proposal to remove a non-executive director is not approved at a meeting of the Council of Governors, no further proposal can be put forward to remove such non-executive director based upon the same reasons within twelve months of the meeting.
2.5. The Chairman or any other non-executive director may resign from office by giving notice in writing to the Chief Executive, to take effect immediately or following such period of notice as may be specified. For the avoidance of doubt, any such resignation does not need to be accepted by either the Chief Executive or the Council of Governors to be effective.
3. FURTHER PROVISIONS AS TO ELIGIBILITY TO BE A DIRECTOR
A person may not become or continue as a director of the trust if:
3.1. they are a member of the Council of Governors;
3.2. they are a governor of another NHS body (this provision will not apply to the initial non-executive directors);
3.3. they are the spouse, partner, parent or child of a member of the Board of Directors of the trust;
3.4. they are a member of a local authority’s scrutiny committee covering health matters;
3.5. they are a person whose tenure of office as a chair or as a member or director of an NHS body has been terminated on the grounds that their appointment is not in the interests of the health service, for reasons including nonattendance at meetings, and the non-disclosure of a pecuniary interest;
3.6. they have within the preceding two years been dismissed, otherwise than by reason of redundancy, from any paid employment with an NHS body;
3.7. in the case of a non-executive director they have refused without reasonable cause to fulfil any training requirement for members of the Board of Directors;
3.8. they have refused to sign and deliver to the Trust Secretary a statement in the form required by the Board of Directors confirming acceptance of any code of conduct for directors;
3.9. on the basis of disclosures obtained through an application to the Disclosure and Barring Service, they are not considered suitable by the trust’s director responsible for human resources;
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3.10. they are a person who has had their name removed or been suspended from any list (including any performers list prepared under the 2006 Act or under any related subordinate legislation) or who has otherwise been suspended or disqualified from any healthcare profession, and has not subsequently had their name included in such a list or had their suspension lifted or qualification reinstated;
3.11. they are a person who fails to satisfy the fit and proper persons requirements for directors as detailed in Regulation 5 of The Health and Socal Care Act 2008 (Regulated Activities) Regulations 2014, as may be amended from time to time;
3.12. they fail to provide the required confirmation of their fitness to continue in post to the Trust Sectretary, in the form prescribed by the trust, within 14 days of such confirmation being demanded, without reasonable cause;
3.13. they have within the preceding five (5) years been:
3.13.1. made subject to a hospital order under section 37 of the MHA whether or not subject to restrictions under section 41;
3.13.2. made subject to an interim hospital order under section 38 of the MHA;
3.13.3. made subject to a transfer direction under section 48 of the MHA whether or not subject to restrictions under section 49; and/or
3.13.4. made subject to an order under the Criminal Procedure (Insanity) Act 1964 as amended;
3.14. they have previously been or are currently subject to a sex offender order and/or required to register under the Sexual Offences Act 2003 or have committed a sexual offence prior to the requirement to register under current legislation; or
3.15. they are an unfit person within the meaning of the trust’s provider licence, save where Monitor has provided its approval in writing to them becoming or continuing as a director..
4. REFERENCES TO THE CHAIRMAN
4.1. Where the Vice Chair or a non-executive director appointed under a paragraph of this constitution to deputise for the Chairman, are performing any deputising role then any relevant reference to the Chairman in this constitution shall be deemed to include the Vice Chair or the non-executive director so appointed.
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ANNEX 8 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE COUNCIL OF GOVERNORS
1. INTERPRETATION
1.1. Subject to Standing Order 3.6.2 of this Annex 8, save as permitted by law, the Chairman shall be the final authority on the interpretation of these Standing Orders (on which they shall be advised by the Chief Executive and Trust Secretary).
1.2. References to any statute, statutory provision, statutory instrument or guidance in these Standing Orders include reference to that statute, provision, instrument or guidance as replaced, amended, extended, re-enacted or consolidated from time to time.
2. GENERAL INFORMATION
2.1. The purpose of these Standing Orders is to ensure that the highest standards of corporate governance and conduct are applied to all Council of Governors meetings. The Council of Governors shall at all times seek to comply with the NHS Foundation Trust Code of Governance.
2.2. The roles and responsibilities of the Council of Governors which are to be carried out in accordance with this constitution include:
2.2.1. to respond as appropriate when consulted by the Board of Directors in accordance with this constitution;
2.2.2. to undertake such functions as the Board of Directors shall from time to time request;
2.2.3. to prepare and from time to time review the trust’s membership strategy and the policy for the composition of the Council of Governors and of the non-executive directors;
2.2.4. when appropriate to make recommendations for the revision of the constitution.
3. MEETINGS OF THE COUNCIL OF GOVERNORS
3.1. Meetings held in public
3.1.1. Meetings of the Council of Governors shall be open to the public subject to Standing Order 3.1.2 below.
3.1.2. The Council of Governors may resolve to exclude members of the public from any meeting or part of a meeting on the grounds that:
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3.1.2.1. publicity would be prejudicial to the public interest by reason of the confidential nature of the business to be transacted; or
3.1.2.2. there are special reasons stated in the resolution and arising from the nature of the business of the proceedings.
3.1.3. The Chairman may exclude any member of the public from the meeting of the Council of Governors if he/she is interfering with or preventing the proper conduct of the meeting.
3.1.4. Nothing in these Standing Orders shall be construed as permitting the introduction by any person of any recording, transmitting, video or similar apparatus into meetings of the Council of Governors.
3.1.5. Where the public have been excluded from a meeting in accordance with Standing Order 3.1.2 above then the matters dealt with following such exclusion shall be confidential to the governors and directors of the trust. No governor, director, officer or employee of the trust in attendance at such meeting shall reveal or disclose any information concerning such matters to any other person or disclose the contents of any papers presented to such meeting or minutes taken of such a meeting to any other person.
3.1.6. Meetings of the Council of Governors shall be held regularly and at least three times each financial year.
3.1.7. Notwithstanding Paragraph 18.3 of the Constitution, the Council of Governors may invite the Chief Executive, or any other director, or a representative of the auditor to attend any meeting of the Council of Governors to enable governors to raise questions about the trust’s affairs. For the avoidance of doubt, any such attendee shall not have the right to vote at such a meeting.
3.1.8. The Chief Executive and/or any other member of the Board of Directors may attend and address any meeting of the Council of Governors but shall not have the right to vote at such meetings.
3.1.9. The Chairman and/or the Trust Secretary may introduce legal or other advisers to the Council of Governors to advise the Chairman and the Council of Governors on behalf of the trust.
3.2. Calling meetings
3.2.1. Without prejudice to Standing Order 3.2.3 below, meetings of the Council of Governors shall be called by the Trust Secretary, or in the Trust Secretary’s absence, by the Chairman and shall be held on such dates and at such times and such places as he/she shall determine.
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3.2.2. Save in the case of emergencies or the need to conduct urgent business, the Trust Secretary shall give to all governors at least 14 days written notice of the date and place of every meeting of the Council of Governors. In the event of an emergency or the need to conduct urgent business the Trust Secretary may reduce the period of notice given to such period as he/she, having consulted where possible with the Chairman, deems reasonable in the circumstances.
3.2.3. Meetings of the Council of Governors shall be called by the Trust Secretary on the written request of at least 12 governors (including at least 2 elected governors and 2 appointed governors) who shall specify the business to be carried out. The Trust Secretary shall call a meeting of the Council of Governors on at least fourteen but not more than twenty-eight days written notice to discuss the specified business. If the Trust Secretary fails to call such a meeting within fourteen days of receipt of the written notice then the relevant governors may call such a meeting on not less than fourteen days written notice to all governors.
3.3. Notice of meetings
3.3.1. The notice for each meeting of the Council of Governors shall:
3.3.1.1. specify the business proposed to be transacted at the meeting;
3.3.1.2. be signed by the Chairman, or by an officer of the trust authorised by the Chairman to sign on his behalf; and
3.3.1.3. be delivered in person to each governor in person, sent by post to the usual place of residence of each such governor or sent by electronic mail to the address provided by any governor for such purposes.
3.3.2. The lack of service of notice on any governor shall not affect the validity of a meeting subject to Standing Order 3.3.3.
3.3.3. In the case of a meeting called by governors in default of the Trust Secretary pursuant to Standing Order 3.2.3 above, the notice shall be signed by those governors calling the meeting and no business shall be transacted at the meeting other than that specified in the notice. Failure to serve such a notice on more than three quarters of governors will invalidate the meeting.
3.4. Setting the agenda
3.4.1. The Council of Governors may determine that certain matters shall appear on every agenda for meetings of the Council of Governors and shall be addressed prior to any other business being conducted.
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3.4.2. Subject to Standing Order 3.4.1 of this Annex 8, the Trust Secretary shall be responsible for producing the agenda for meetings in conjunction with the Chairman. The Chairman shall determine the order of items on the agenda and the expression of such items, including any agenda items requested pursuant to Standing Order 3.4.4 below.
3.4.3. Save in the case of an emergency or the need to conduct urgent business, the agenda for each meeting of the Council of Governors shall be sent to all governors no later than 7 days before the meeting. Supporting papers shall accompany the agenda.
3.4.4. A governor desiring a matter to be included on an agenda shall make his request in writing to the Chairman at least 10 days before the meeting. The governor should indicate whether the item of business is to be transacted in the presence of the public and should provide the appropriate paper, document or supporting information. Where a request for an item of business to be included on an agenda is made less than 10 days but more than 5 days before a meeting such item of business may, at the discretion of the Chairman, be included on the agenda and shall be tabled as an agenda item at the commencement of the relevant meeting.
3.5. Notices of motions
3.5.1. A governor desiring to move or amend a motion shall send a written notice thereof at least 10 days before the meeting to the Chairman, who shall insert it into the agenda for the meeting. This Standing Order 3.5.1 shall not prevent any motion or amendment being moved during the meeting, without notice, on any business mentioned on the agenda for that meeting.
3.5.2. A motion or amendment, once moved at a meeting of the Council of Governors, may be withdrawn by the proposer with the consent of the Chairman.
3.5.3. Only the Chairman may propose a motion to amend or rescind any resolution or the general substance of any resolution, which has been passed within the preceding 6 calendar months by the Council of Governors.
3.5.4. The mover of a motion shall have a right of reply at the close of any discussion on the motion or any amendment thereto.
3.5.5. When a motion is under discussion or immediately prior to discussion it shall be open to a governor to move:
3.5.5.1. an amendment to the motion;
3.5.5.2. the adjournment of the discussion or the meeting;
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3.5.5.3. the appointment of an ad hoc committee to deal with a specific item of business;
3.5.5.4. that the meeting proceed to the next business;
3.5.5.5. that the motion be now put; or
3.5.5.6. a motion resolving to exclude the public, including the press.
Such a motion shall be disposed of before the motion which was originally under discussion or about to be discussed. No amendment to the original motion shall be admitted if, in the opinion of the chairman of the meeting, the amendment negates the substance of the original motion. In the case of motions under 3.5.5.4 and 3.5.5.5, to ensure objectivity motions may only be put by a governor who has not previously taken part in the debate on the original motion.
3.6. Chairman’s ruling
3.6.1. Statements of governors made at meetings of the Council of Governors must be relevant to the matter under discussion at the material time and the decision of the chairman of the meeting on questions of order, relevance, regularity and any other matters shall be final and observed at the meeting.
3.6.2. Without prejudice to Standing Order 1.1, save as permitted by law, at any meeting the person presiding shall be the final authority on the interpretation of these Standing Orders in relation to that meeting.
3.7. Voting
3.7.1. No governor may vote at a meeting of the Council of Governors unless, prior to attending the meeting, they have made a declaration in the form specified by the Trust Secretary confirming that they are not prevented by this constitution from being a member of the Council of Governors. Each governor shall be deemed to have confirmed this declaration upon attending any subsequent meeting of the Council of Governors, and every agenda for meetings of the Council of Governors will draw this to the attention of the governors.
3.7.2. Decisions at meetings shall be determined by a majority of the votes of the governors present and voting. In the case of any equality of votes, the person presiding as chairman shall have a second or casting vote.
3.7.3. All decisions put to the vote shall, at the discretion of the person presiding as chairman, be determined by oral expression or by a show of hands. A paper ballot may be used if a majority of the governors present so request.
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3.7.4. If at least one-third of the governors present so request, the voting (other than by paper ballot) on any question may be recorded to show how each governor present voted or abstained.
3.7.5. If a governor so requests, his vote (other than by paper ballot) on any question shall be recorded by name .
3.7.6. In no circumstances may an absent governor vote by proxy. Absence is defined as being absent at the time of the vote.
3.8. Suspension Standing Orders
3.8.1. Except where this would contravene any statutory provision, any direction made by Monitor or any term of this constitution any one or more of these Standing Orders may be suspended at any meeting, provided that at least two-thirds of the members of the Council of Governors are present and that a majority of those present vote in favour of suspension.
3.8.2. A decision to suspend any Standing Order shall be recorded in the minutes of the meeting.
3.8.3. A separate record of matters discussed during the suspension of any Standing Order shall be made and shall be available to the directors and governors.
3.8.4. No formal business may be transacted while any Standing Orders are suspended.
3.8.5. The trust’s audit committee shall review every decision to suspend any Standing Order.
3.9. Record of attendance
3.9.1. The names of the governors present at each meeting shall be recorded in the minutes.
3.10. Minutes
3.10.1. The minutes of the proceedings of each meeting of the Council of Governors shall be drawn up and presented for agreement at the next meeting of the Council of Governors where they will be signed, once approved by the person presiding at it. The signed minutes will be conclusive evidence of the events of that meeting. Subject to Standing Order 3.10.4, the minutes shall be maintained as a public record once agreed.
3.10.2. No discussion shall take place at a Council of Governors meeting regarding the minutes except upon their accuracy or where the Chairman considers discussion appropriate, at his sole discretion. Any agreed amendment to the minutes of a preceding meeting shall be recorded in writing.
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3.10.3. Minutes shall be circulated to the governors in draft form within two weeks of the date of the meeting.
3.10.4. The minutes of meetings of the Council of Governors shall be made available to the public except for minutes relating to the business conducted when members of the public have been excluded from the meeting pursuant to Standing Order 3.1 of these Standing Orders
3.11. Quorum
3.11.1. No business shall be transacted at a meeting of the Council of Governors unless at least 15 governors are present.
3.11.2. If a governor has been disqualified from participating in the discussion on any matter and/or from voting on any resolution by reason of the declaration of a conflict of interest he/she shall no longer count towards the quorum. If a quorum is then not available for the discussion and/or the passing of a resolution on any matter, that matter may not be discussed further or voted upon at that meeting. Such a position shall be recorded in the minutes of the meeting. The meeting must then proceed to the next business.
3.11.3. Subject to Standing Order 3.11.2 above if the Council of Governors is quorate at the start of a meeting in accordance with Standing Order 3.11.1 above, the Council of Governors shall be regarded as quorate for the duration of the meeting and shall be able to transact business accordingly, even if governors subsequently leave the meeting.
3.11.4. For the avoidance of any doubt, the Chairman of the Trust (who usually presides at a meeting of the Council of Governors) shall not count towards the quorum for the meeting
4. ARRANGEMENTS FOR THE EXERCISE OF FUNCTIONS BY DELEGATION
4.1. The Council of Governors may not delegate any of its powers to a committee or sub-committee, but it may appoint committees and/or sub-committees consisting of members of the Council of Governors, directors, and/or other persons to assist it in carrying out its functions. The Council of Governors may, through the Trust Secretary, request that advisers assist it or any committee or sub-committee it appoints in carrying out its duties.
4.2. The Council of Governors may delegate duties to an individual governor but only under a clear remit approved by the Council of Governors.
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5. COMMITTEES
5.1. These Standing Orders, as far as they are applicable, shall as appropriate apply to meetings of any committees or sub-committees established by the Council of Governors.
5.2. Each such committee or sub-committee shall have such terms of reference and remit and be subject to such conditions (as to reporting back to the Council of Governors) as the Council of Governors shall decide. Such terms of reference shall have effect as if incorporated into these Standing Orders.
5.3. The Council of Governors shall approve the membership of all committees and sub committees that it has formally constituted and shall appoint the chair of each such committee and sub committee.
6. CONFIDENTIALITY
6.1. Subject to Standing Order 6.3 below no governor or member of any committee or sub-committee of the Council of Governors or attendee at a meeting of the Council of Governors or any committee or sub-committee shall disclose details of any matter dealt with by, or brought before, the Council of Governors or a committee or sub-committee of the Council of Governors without the permission of the Council of Governors or the relevant committee or sub-committee (as applicable) until such matter has been concluded or in the case of a committee or sub-committee, until the committee or sub-committee has reported to the Council of Governors.
6.2. The Council of Governors and any committee or sub-committee of the Council of Governors shall make governors, the members of any committee or sub-committee and any other attendees at meetings of the Council of Governors and/or its committees or sub-committees aware of the confidential nature of the business being transacted and their duty of confidentiality as set out at Standing Order 6.1.
6.3. No governor or attendee at any meeting of the Council of Governors or any committee or sub-committee of the Council of Governors shall disclose any matter dealt with by the Council of Governors or the committee or sub-committee (as applicable), notwithstanding that the matter has been reported or action has been concluded, if the Council of Governors or committee or sub-committee resolves that it is confidential.
7. DECLARATION OF INTERESTS AND REGISTER OF INTERESTS
7.1. Without prejudice to the generality of paragraph 21 of this constitution, each governor shall disclose to the Council of Governors any relevant and material interests (as defined below) held by them, their spouse or partner. Any interest that is disclosed by a governor pursuant to this constitution shall be recorded in a register of interests of governors maintained by the Trust Secretary.
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7.2. The responsibility for declaring an interest is solely that of the governor concerned and shall be declared to the Trust Secretary:
7.2.1. within 14 days of election or appointment; or
7.2.2. if arising later, as soon as the governor becomes aware of the interest.
7.3. Subject to the exceptions in Standing Order 7.4 below a relevant and material interest is:
7.3.1. any directorship of a company;
7.3.2. any interest or position in any organisation (including any charitable or voluntary organisation) which has, is likely to have or which is proposing to enter into a trading or commercial relationship with the trust;
7.3.3. any interest in an organisation providing (or seeking to provide) health and social care services to the National Health Service;
7.3.4. any position of authority in any organisation (including a charity or voluntary organisation) in the field of health and social care; or
7.3.5. any connection with any organisation considering entering into a financial arrangement with the trust including but not limited to lenders or banks.
7.4. The exceptions which shall not be treated as relevant and material interests for the purposes of these provisions are as follows:
7.4.1. shares held in any company whose shares are listed on any public exchange not exceeding 2% of the total number of shares issued;
7.4.2. an employment contract with the trust held by a Staff Governor;
7.4.3. an employment contract with or other position of authority within an appointing organisation held by an Appointed Governor.
7.5. Any governor who has an interest in a matter to be considered by the Council of Governors and who is present at a meeting at which that matter is to be the subject of consideration shall declare such interest to the Council of Governors at that meeting and as soon as practicable after its commencement and;
7.5.1. shall withdraw from the meeting and play no part in the relevant discussion or decision; and
7.5.2. shall not vote on the issue (and if by inadvertence they do remain and vote, their vote shall not be counted); and
7.5.3. details of the interest shall be recorded in the minutes of the meeting.
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7.6. Any governor who fails to disclose any interest required to be disclosed under this constitution must permanently vacate their office if required to do so by a majority of the remaining governors.
7.7. If a governor has any doubt about the relevance of an interest, he/she should discuss it with the Chairman who shall advise him whether or not to disclose the interest.
7.8. Governors’ directorships of companies that may seek to do business with the trust should be published in the trust’s Annual Report. The information shall be kept up to date for inclusion in succeeding annual reports.
8. COMPLIANCE – OTHER MATTERS
8.1. All decisions taken in good faith at a meeting of the Council of Governors or of any committee or sub-committee shall be valid even if there is any vacancy in its membership or it is discovered subsequently that there was a defect in the calling of the meeting, or the appointment of the governors attending the meeting.
8.2. Governors shall comply with standing financial instructions prepared by the Director of Finance and approved by the Board of Directors for the guidance of all staff employed by the trust.
8.3. Governors shall act at all times in accordance with the trust’s schedule of reservation and delegation of powers.
8.4. Governors must conduct themselves at all times in accordance with the NHS Foundation Trust Code of Governance. Governors must:
8.4.1. actively support the vision and aims of the trust in developing as a successful NHS Foundation Trust;
8.4.2. contribute to the work of the Council of Governors in order for it to fulfil its role as defined in the trust’s constitution, including as set out in these Standing Orders;
8.4.3. recognise that the Council of Governors has no managerial role within the trust;
8.4.4. value and respect governor colleagues, and all members of staff of the trust they come into contact with;
8.4.5. respect the confidentiality of information they receive in their role as governor;
8.4.6. act in the best interests of the trust, at all times without any expectation of personal benefit;
8.4.7. attend meetings of the Council of Governors and all training events for governors, on a regular basis;
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8.4.8. conduct themselves in a manner that reflects positively on the trust, acting as an ambassador for the trust;
8.4.9. abide by the trust’s policies and procedures;
8.4.10. recognise that the trust is an apolitical organisation and act in an apolitical way in their role as governor;
8.4.11. if they are a Public Governor, a Staff Governor, a Service User Governor or a Carer Governor and a member of any trade union, political party or other organisation, recognise that they do not, in their role as governor, represent those organisations (or the views of those organisations) but represent the interests of the constituency that elected them;
8.4.12. be honest and act with integrity and probity at all times;
8.4.13. respect and treat with dignity and fairness, members of the public, patients, relatives, carers, NHS staff and partners in other agencies;
8.4.14. accept responsibility for their own actions;
8.4.15. show their commitment to working as a team member by working with all their colleagues in the NHS and the wider community;
8.4.16. ensure that the trust’s membership and its partner organisations receive appropriate information about the work of the Council of Governors and that their views are fed back to the Council of Governors;
8.4.17. ensure that no one is discriminated against because of their religion, belief, race, colour, gender, marital status, disability, sexual orientation, age, social and economic status or national origin;
8.4.18. respect the confidentiality of individual patients;
8.4.19. not make, permit or knowingly allow to be made, any untrue or misleading statement relating to their own duties or the functions of the trust;
8.4.20. ensure that the best interests of the public and patients/clients are upheld in decision making and that decisions are not improperly influenced by gifts or inducements; and
8.4.21. support and assist the Chief Executive of the trust in his responsibility to answer to Monitor, commissioners and the public in terms of declaring and explaining the use of resources and the performance of the trust.
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8.5. Each governor will uphold the seven principles of public life as detailed by the Nolan Committee:
8.5.1. Selflessness
Holders of public office should take decisions solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family, or their friends.
8.5.2. Integrity
Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties.
8.5.3. Objectivity
In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.
8.5.4. Accountability
Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.
8.5.5. Openness
Holders of public office should be as open as possible about all the decisions and actions they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.
8.5.6. Honesty
Holders of public office have a duty to declare any private interest relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.
8.5.7. Leadership
Holders of public office should promote and support these principles by leadership and example.
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9. RESOLUTION OF DISPUTES WITH THE BOARD OF DIRECTORS
9.1. Should a dispute arise between the Council of Governors and the Board of Directors then the disputes resolution procedure set out below shall be utilised.
9.1.1. The Chairman, or Vice Chair (if the dispute involves the Chairman) shall first endeavour through discussion with appropriate representatives of the governors and the directors to achieve the earliest possible resolution of the matter in dispute to the reasonable satisfaction of both parties.
9.1.2. Failing resolution under Standing Order 9.1.1 above then the Board of Directors or the Council of Governors, as appropriate, shall at its next formal meeting approve the precise wording of a disputes statement setting out clearly and concisely the issue or issues giving rise to the dispute.
9.1.3. The Chairman or Vice Chair (if the dispute involves the Chairman) shall ensure that the disputes statement produced in accordance with Standing Order 9.1.2 above, without amendment or abbreviation in any way, shall be an agenda item and agenda paper at the next formal meeting of the Board of Directors or Council of Governors as appropriate (i.e. the body that does not issue the disputes statement). That meeting shall agree the precise wording of a response to the disputes statement.
9.1.4. The Chairman or Vice Chair (if the dispute involves the Chairman) shall immediately or as soon as is practical, communicate the outcome to the other party and deliver the written response to the disputes statement. If the matter remains unresolved or only partially resolved then the procedure outlined in Standing Order 9.1.1 above shall be repeated.
9.1.5. If, in the opinion of the Chairman or Vice Chair (if the dispute involves the Chairman), and following the further discussions prescribed in Standing Order 9.1.1, there is no further prospect of a full resolution or, if at any stage in the whole process, in the opinion of the Chairman or Vice Chair (as the case may be), there is no prospect of a resolution (partial or otherwise) then he/she shall appoint a special committee comprising equal numbers of directors and governors to consider the circumstances and to make recommendations to the Council of Governors and the Board of Directors with a view to resolving the dispute.
9.1.6. On the satisfactory completion of this disputes process the Board of Directors shall implement any agreed changes.
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9.1.7. If the recommendations (if any) of the special committee are unsuccessful in resolving the dispute, the Chairman may refer the dispute to an external mediator appointed by the Centre for Dispute Resolution or other such organisation as he/she considers appropriate.
9.2. Nothing in this procedure shall prevent the Council of Governors, if it so desires, from informing Monitor that, in the Council of Governors’ opinion, the Board of Directors has not responded constructively to concerns of the Council of Governors that the trust is not meeting the terms of its licence.
10. COUNCIL OF GOVERNORS PERFORMANCE
10.1. The Chairman shall, at least annually, lead a performance assessment process for the Council of Governors to enable the Council of Governors to review its roles, structure, composition and procedures taking into account emerging best practice.
11. AVAILABILITY OF STANDING ORDERS
11.1. The Trust Secretary shall ensure that on appointment all Governors are notified of their responsibilities as set out in these Standing Orders.
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ANNEX 9 – STANDING ORDERS FOR THE PRACTICE AND PROCEDURE OF THE BOARD OF DIRECTORS
FOREWORD
These Standing Orders together with the trust’s Standing Financial Instructions and Scheme of Delegation and Reservation of Powers (that provide respectively further detail of administrative practice and procedure, and record delegations and reservations of powers and functions, but do not form part of this constitution), provide a governance framework for the conduct of business by the trust. All directors and all staff should be aware of the existence of these documents and, where necessary, be familiar with their detailed provisions to the extent required for the proper conduct of their duties.
1. INTERPRETATION AND DEFINITIONS
1.1. Save as otherwise permitted by law, at any meeting the Chairman of the trust shall be the final authority on the interpretation of these Standing Orders, (on which he/she shall be advised by the Chief Executive).
2. STATUTORY FRAMEWORK
2.1. The principal place of business of the trust is Trust Offices, V7 Building, Kings Business Park, Prescot, Merseyside, L34 1PJ.
2.2. An NHS Foundation Trust is governed by a regulatory framework that confers the functions and powers of the Trust and comprises: Acts of Parliament and in particular the National Health Service Act 2006 (as amended by the Health and Social Care Act 2012), its constitution and its licence as granted by Monitor.
2.3. As a statutory body the trust has specified powers to contract in its own name and to act as a corporate trustee. In the latter role the trust is accountable to the Charity Commission for those funds deemed to be charitable, as well as to the Monitor.
3. THE BOARD
Appointment of Chairman and members of the board
Terms of office
3.1. The Chairman and the non-executive directors will:
3.1.1. serve terms of office of no longer than three (3) years;
3.1.2. be eligible for re-appointment at the end of a term of office provided that service of a further term is consistent with Standing Order 3.3 below.
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3.2. For the avoidance of doubt the number of years service as a non-executive director of the applicant trust will not count towards the total number of years of service as a non-executive director of the trust.
3.3. Where the Council of Governors wishes to re-appoint the Chairman or a non-executive director for a term of office that would mean that such individual’s total years of office will exceed six (6) years or where such individual’s years of office already exceeds six (6) years at the time of such re-appointment, then the Council of Governors may do so where in reaching such a decision they:
3.3.1. take into account the current skill set requirements of the Board of Directors;
3.3.2. take into account the annual performance of the applicant non-executive director;
3.3.3. take into account the need for the progressive refreshing of the Board of Directors;
3.3.4. take into account the need to maintain at least half of the Board of Directors (excluding the Chairman) as independent non-executive directors; and
3.3.5. consider that there are exceptional circumstances justifying such a term of office;
provided that any such term of office must be subject to annual re-appointment by the Council of Governors in accordance with this Standing Order 3.3 at the end of each year of an individual’s term of office where such individual’s total years of office exceeds six (6) years or will exceed six (6) years during the next year of that individual’s term of office.
3.4. The Chief Executive and the other executive directors will normally hold non time limited contracts of employment.
Vice Chair
3.5. If the Chairman is unable to discharge his office as Chairman of the trust, the Vice Chair shall be acting Chairman of the trust.
3.6. Any member of the Board of Directors (the “Board”) so appointed may at any time resign from the office of Vice Chair by giving notice in writing to the Chairman. The Council of Governors shall thereupon appoint another non-executive director as Vice Chair in accordance with this constitution.
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Joint Board Members
3.7. Where more than one person is appointed jointly as a member of the Board, those persons shall count for the purpose of Standing Order 4 (voting) as one person.
3.8. Where the office of a member of the Board is shared jointly by more than one person:
3.8.1. Either or both those persons may attend or take part in meetings of the Board;
3.8.2. If both are present at a meeting they should cast one vote if they agree;
3.8.3. In the case of disagreements no vote should be cast;
3.8.4. The presence of either or both those persons should count as the presence of one person for the purpose of Standing Order 4.38 (quorum).
Role of Board Members
3.9. The Board will function as a corporate decision-making body. Executive and non-executive directors will be full and equal members. Their role as director will be to consider the key strategic and managerial issues facing the trust in carrying out its statutory and other functions.
3.9.1. Executive Directors
Executive directors shall exercise their authority within the terms of these Standing Orders, the trust’s Standing Financial Instructions and Scheme of Delegation and Reservation of Powers.
3.9.2. Chief Executive
The Chief Executive shall be responsible for the overall performance of the executive functions of the trust. He/she is the accounting officer for the trust and shall be responsible for ensuring the discharge of obligations under any relevant guidance from Monitor, and in line with the requirements of the NHS Foundation Trust.
3.9.3. Director of Finance
The Director of Finance shall be responsible for the provision of financial advice to the trust and to its members and for the supervision of financial control and accounting systems. He/she shall be responsible along with the Chief Executive for ensuring the discharge of obligations under any relevant guidance from Monitor.
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3.9.4. Non-Executive Directors
The non-executive directors shall not be granted nor shall they seek to exercise any individual executive powers on behalf of the trust. They may however, exercise collective authority when acting as members of or when chairing a committee of the trust which has delegated powers.
3.9.5. Chairman
The Chairman shall be responsible for the operation of the Board and chair all Board meetings when present. The Chairman has certain delegated executive powers. The Chairman must comply with the terms of his appointment and with these Standing Orders. The Chairman shall liaise with the Council of Governors over the appointment of non-executive directors and once appointed shall take responsibility either directly or indirectly for their induction, their portfolios of interests and assignments, and their performance. The Chairman shall work in close harmony with the Chief Executive and shall ensure that key and appropriate issues are discussed by the Board in a timely manner with all the necessary information and advice being made available to the Board to inform the debate and ultimate resolutions.
3.9.6. Senior Independent Director
The Chairman shall, following consultation with the Council of Governors appoint one of the non-executive directors to be the Senior Independent Director. The Senior Independent Director shall make himself available to directors and governors who have concerns that they do not feel they can raise with the Chairman or any executive director of the trust. Recourse to the Senior Independent Director shall not replace the right to instigate the dispute resolution procedure at Annex 11 of this constitution.
Corporate role of the Board
3.10. All business shall be conducted in the name of the trust.
Charitable Funds
3.11. All gifts shall be received and held in the name of the trust and administered in accordance with the trust’s policy. Attention is also drawn to the requirements of the Charities Act 1993. Officers should not establish and/or operate bank accounts for funds holding donated monies and income which should have been paid into charitable or endowment funds.
3.12. All charitable funds received in trust shall be held in the name of the trust as corporate trustee. In relation to funds held on trust, powers exercised by the Board in discharge of the trust’s responsibilities as corporate trustee shall be
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exercised separately and distinctly from those powers exercised as the Board of the trust.
3.13. The Board shall discharge the trust’s responsibility to act as corporate trustee to administer charitable funds received by the trust and for which the trust is accountable to the Charity Commission.
4. MEETINGS OF THE BOARD
Calling a meeting
4.1. The Board of Directors shall meet sufficiently regularly to discharge its duties effectively and shall meet at least 4 times in public in each financial year. Ordinary meetings of the Board shall be held at such times and places as the Board may determine.
4.2. Meetings of the Board of Directors shall be called by the Trust Secretary, or in the Trust Secretary’s absence by the Chairman
4.3. Save in the case of emergencies or the need to conduct urgent business, the Trust Secretary shall give to all directors at least fourteen days written notice of the date and place of every meeting of the Board of Directors. In the event of an emergency or the need to conduct urgent business the Trust Secretary may reduce the period of notice given to such period as he/she, having consulted where possible with the Chairman, deems reasonable in the circumstances.
4.4. Meetings of the Board of Directors shall be called by the Trust Secretary on the written request of at least five directors who shall specify the business to be carried out. The Trust Secretary shall call a meeting of the Board of Directors on at least fourteen but not more than twenty-eight days’ notice to discuss the specified business. If the Trust Secretary fails to call such a meeting within fourteen days of receipt of the written notice then the relevant directors may call such a meeting on not less than fourteen days written notice to all directors.
4.5. Meetings of the Board shall be open to members of the public unless the Board decides otherwise in accordance with Standing Order 4.42.
4.6. Nothing in these Standing Orders shall require the Board to allow members of the public or representatives of the press to record proceedings in any manner whatsoever, other than in writing, or to make any oral report of proceedings as they take place, without the prior agreement of the Board.
4.7. The Board may agree that its members can participate in its meetings by telephone, video or computer link. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.
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Notice of meetings
4.8. The notice for each meeting of the Board shall:
4.8.1. specify the business to be transacted at the meeting;
4.8.2. be signed by the Chairman or by an officer authorised by the Chairman to sign on his behalf; and
4.8.3. shall be delivered to each Board member to the usual place of residence of such Board member, or sent by electronic mail to any address provided by such member for such purposes.
4.9. In the case of a meeting called by Board members in default of the Trust Secretary, the notice shall be signed by those Board members calling the meeting pursuant to Standing Order 4.4 above, and no business shall be transacted at the meeting other than that specified in the relevant notice.
Agenda
4.10. Agendas will be sent to members at least five clear days before the meeting. Supporting papers shall accompany the agenda, save in an emergency. An agenda shall be presumed to have been served two days after posting.
4.11. The Board shall use its annual reporting cycle, annual business cycle and actions arising from previous Board meetings to determine the main content of the agenda.
4.12. Subject to Standing Order 4.11 above the Trust Secretary shall be responsible for producing the agenda for board meetings in conjunction with the Chairman. The Chairman shall determine the order of items on the agenda and the expression of such items, including any agenda items requested under Standing Order 4.13 below.
4.13. A Board member desiring other matters to be included on an agenda shall make his request known to the Chairman, in writing at least fourteen days before the meeting. The Board member should indicate whether the item of business is to be transacted in the presence of the public and should provide the appropriate paper, document or supporting information. Where a request for an item of business to be included on an agenda is made less than fourteen days but more than five days before a meeting such item of business may, at the discretion of the Chairman, be included and shall be tabled as an agenda item at the commencement of the relevant meeting.
Petitions
4.14. Where a petition has been received by the trust the Chairman shall include it as an item for the agenda of the next Board meeting.
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Chairing of meetings
4.15. The Chairman of the trust or, in his absence, the Vice Chair is to chair meetings of the Board. If both the Chairman and the Vice Chair are absent, the Board members present shall choose a non-executive director who is present to chair the meeting.
4.16. If the Chairman stands down temporarily, on the grounds of a declared conflict of interest, the Vice Chair, if present, shall chair that part of the meeting. If the Chairman and Vice Chair are both absent, or disqualified from participating on the grounds of a declared conflict of interest, the board members present shall choose a non-executive director who is present to chair the meeting.
Notices of motion
4.17. A member of the Board desiring to move or amend a motion shall send a written notice thereof at least ten days before the meeting to the Chairman. The Chairman shall insert in the agenda for the meeting all notices so received. This Standing Order 4.17 shall not prevent any motion or amendment being moved during the meeting, without notice, on any business mentioned on the agenda.
Withdrawal of motion or amendments
4.18. A motion or amendment once moved may be withdrawn by the proposer with the consent of the Chairman.
Motion to rescind a resolution
4.19. Only the Chairman may propose a motion to amend or rescind any resolution or the general substance of any resolution, which has been passed within the preceding six calendar months by the Board.
Motions
4.20. The mover of a motion shall have a right of reply at the close of any discussion on the motion or any amendment thereto.
4.21. When a motion is under discussion, or immediately prior to discussion, it shall be open to a Board member to move:
4.21.1. an amendment to the motion;
4.21.2. the adjournment of the discussion or the meeting;
4.21.3. the appointment of an ad hoc committee to deal with a specific item of business;
4.21.4. that the meeting proceed to the next business;
4.21.5. that the motion be now put; or
4.21.6. a motion resolving to exclude the public, including the press.
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Such a motion shall be disposed of before the motion which was originally under discussion or about to be discussed. No amendment to the original motion shall be admitted if, in the opinion of the chair of the meeting, the amendment negates the substance of the original motion. In the case of motions under Standing Order 4.21.4 and Standing Order 4.21.5, to ensure objectivity motions may only be put by a Board member who has not previously taken part in the debate on the original motion.
Chairman’s ruling
4.22. Statements of directors made at meetings of the Board must be relevant to the matter under discussion at the material time and the decision of the chair of the meeting on questions of order, relevancy, regularity and any other matters shall be final and observed at the meeting.
Voting
4.23. Subject to the following provisions of this Standing Order 4.23, questions arising at a meeting of the board shall be decided by a majority of votes.
4.23.1. In case of an equality of votes the person presiding as chair shall have a second and casting vote.
4.23.2. No resolution of the Board shall be passed if it is opposed by all of the non-executive directors present or by all of the executive directors present.
4.24. All questions put to the vote shall, at the discretion of the chair of the meeting, be determined by oral expression or by a show of hands. A paper ballot may be used if a majority of the Board members present so request.
4.25. If at least one-third of the Board members present so request, the voting (other than by paper ballot), on any question may be recorded to show how each member present voted or abstained.
4.26. If a Board member so requests, his vote (other than by paper ballot) on any question shall be recorded by name.
4.27. In no circumstances may an absent Board member vote by proxy. Absence is defined as being absent at the time of the vote.
4.28. An officer who has been appointed formally by the Board to act up for an executive director of the Board during his absence, or to cover a vacant executive director post, shall be entitled to exercise the voting rights of the executive director. An officer attending the Board to represent an executive director without formal acting up status may not exercise the voting rights of the executive director. An officer’s status when attending a meeting shall be recorded in the minutes.
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Minutes
4.29. Minutes of every meeting of the Board must be kept by the Trust Secretary. Minutes of meetings will be presented at the next meeting for approval and signed by the chair of that meeting once approved. The signed minutes will be conclusive evidence of the events of that meeting.
4.30. No discussion shall take place regarding the minutes except upon their accuracy or where the Chairman considers discussion appropriate. Any amendment to the minutes of a preceding meeting shall be recorded in writing.
4.31. Minutes shall be circulated to Board members in draft form within two weeks of the date of the meeting. The minutes of the meeting shall be made available to the public except for minutes relating to business conducted when members of the public are excluded under the terms of Standing Order 4.42.
Suspension of Standing Orders by the Board
4.32. Except where this would contravene any statutory provision, any direction made by Monitor, or any provision of this constitution, any one or more of these Standing Orders may be suspended at any meeting, provided that at least two-thirds of the Board are present, including at least two executive directors and two non-executive directors, and that a majority of those present vote in favour of suspension.
4.33. A decision to suspend any Standing Order shall be recorded in the minutes of the meeting.
4.34. A separate record of matters discussed during the suspension of any Standing Orders shall be made and shall be available to the Chairman and members of the Board.
4.35. No formal business may be transacted while Standing Orders are suspended.
4.36. The audit committee shall review every decision to suspend any Standing Orders.
Record of Attendance at Board Meetings
4.37. The names of the chair, the Board members present, and individuals in attendance at each Board meeting shall be recorded and this record shall be made available to the Council of Governors upon its request.
Quorum
4.38. 6 Board members, including no fewer than 3 executive directors, one of whom must be the Chief Executive or another executive director nominated by the Chief Executive and no fewer than 3 non executive directors, one of whom must be the Chairman or the Vice Chair, shall form a quorum.
4.39. An officer in attendance for an executive director but without formal acting up status shall not count towards the quorum.
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4.40. If the Chairman or any other member has been disqualified from participating in the discussion on any matter and/or from voting on any resolution by reason of the declaration of a conflict of interest (see Standing Order 8 or 9), he/she shall no longer count towards the quorum. If a quorum is then not available for the discussion and/or the passing of a resolution on any matter, that matter may not be discussed further or voted upon at that meeting. Such a position shall be recorded in the minutes of the meeting. The meeting must then proceed to the next business. The requirement at 4.38 for at least three executive directors to form part of the quorum shall not apply where the executive directors are excluded from a meeting, or part of a meeting; for example when the Board considers the recommendations of the remuneration committee.
4.41. The Board may agree that its members can participate in its meeting by telephone, video or computer link. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.
Admission of public to board meetings
4.42. The Board may resolve to exclude members of the public from any meeting or part of a meeting on the grounds that:
4.42.1. publicity would be prejudicial to the public interest by reason of the confidential nature of the business to be transacted following an appropriate resolution by the board; or
4.42.2. there are special reasons stated in the resolution and arising from the nature of the business of the proceedings.
4.43. The Chairman may exclude any member of the public from a meeting of the Board if they are interfering with or preventing the proper conduct of the meeting.
4.44. Nothing in these Standing Orders shall be construed as permitting the introduction by any person of any recording, transmitting, video or similar apparatus into meetings of the trust of an committee or sub-committee of the trust.
4.45. Where the public have been excluded from a meeting in accordance with Standing Order 4.42 above then the matters dealt with following such exclusion shall be confidential to the directors of the trust. No director, officer or employee of the trust in attendance at such meeting shall reveal or disclose any information concerning such matters to any other person or disclose the contents of any papers presented to such meeting or minutes taken of such a meeting to any other person.
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5. ARRANGEMENTS FOR THE EXERCISE OF FUNCTIONS BY DELEGATION
5.1. Subject to such directions or guidance as may be given by Monitor, the Board may make arrangements for the exercise, on behalf of the board, of any of its functions:
5.1.1. by a committee appointed by virtue of Standing Order 6.1 below; or
5.1.2. by an executive director of the trust;
in each case subject to such restrictions and conditions as the Board thinks fit.
Emergency powers
5.2. The powers which the Board has retained to itself within these Standing Orders may, in emergency, be exercised by the Chief Executive and the Chairman, after having consulted with at least two non-executive directors. The exercise of such powers by the Chief Executive and Chairman shall be reported to the next formal meeting of the board in public session for ratification.
Delegation to committees
5.3. The Board may agree, from time to time, to the delegation of executive powers to committees, formally constituted in accordance with Standing Order 6.1. The constitution and terms of reference of these committees or sub-committees and their specific executive powers shall be approved by the Board.
Delegation to officers
5.4. Those functions of the trust which have not been retained as reserved by the Board or delegated to a committee shall be exercised on behalf of the trust by the Chief Executive. The Chief Executive shall determine which functions he/she will perform personally and shall nominate officers to assist him in undertaking and discharging the remaining functions for which he/she will still retain accountability to the Board. For the avoidance of doubt whilst the Chief Executive can nominate officers to assist him/ her in undertaking and discharging any functions, the Chief Executive can only delegate functions to one or more executive directors.
5.5. The Chief Executive shall prepare a scheme of delegation identifying his proposals, which shall be considered and approved by the Board, subject to any amendments agreed during the discussion. The Chief Executive may periodically propose amendments to the scheme of delegation that shall also be considered and approved by the Board.
5.6. Nothing in the scheme of delegation shall impair the discharge of the direct accountability to the Board of the Director of Finance to provide information and advise the Board in accordance with any statutory requirements and any requirements of Monitor. Outside these statutory requirements the role of the Director of Finance shall be accountable to the Chief Executive for operational matters.
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Non-compliance with Standing Orders
5.7. If for any reason these standing orders are not complied with, full details of the non-compliance, any justification for non-compliance and the circumstances surrounding the non-compliance, shall be reported to the next formal meeting of the board for action or ratification. All members of the Board and staff have a duty to disclose any non-compliance with these standing orders to the Chief Executive as soon as possible.
6. COMMITTEES
Appointment
6.1. Subject to such directions or guidance as may be given by Monitor, the Board may establish committees, reporting to the Board, composed of the Chairman and other members of the Board.
6.2. A committee appointed under Standing Order 6.1 above may appoint sub-committees consisting wholly or partly of members of the committee or wholly of persons who are not members of the committee but who are members of the Board to assist and support the relevant committee with the discharge of its functions, but it may not delegate any function to such sub-committee.
6.3. The Board may appoint committees consisting wholly or partly of persons who are not executive directors or non-executive directors of the trust for any purpose that is calculated or likely to contribute to or assist it in the exercise of its powers but it may not delegate the exercise of any of its powers to any such committee.
6.4. The Board shall have the power to dismiss the members of any committee or subcommittee that is established under Standing Orders 6.1 to 6.3 inclusive above.
Applicability of standing orders
6.5. The standing orders of the trust, so far as they are applicable, shall apply with appropriate alteration to meetings of any committees established by the Board and to the meetings of any sub-committee. In which case the term Chairman is to be read as a reference to the chair of the committee as the context permits, and the term member is to be read as a reference to a member of the committee also as the context permits. There is no requirement for committees or sub-committees, established under Standing Order 6.1 and Standing Order 6.2 above, to hold meetings in public.
Terms of reference
6.6. Each committee established by the Board and each sub committee shall have such terms of reference and powers and be subject to such conditions, such as to reporting back to the Board, as the Board shall decide and shall act in accordance with any legislation and any regulation or direction issued by
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Monitor. Such terms of reference shall have effect as if incorporated into these Standing Orders.
Delegation of powers to sub-committee
6.7. Where committees established by the Board are authorised to establish sub-committees they may not delegate functions to the sub-committee.
Approval of appointments
6.8. The Board shall approve the appointments to each of the committees which it has formally constituted. Where the Board determines that persons who are neither members of the Board nor officers shall be appointed to a committee, the Board shall define the powers of such appointees and may agree allowances for such appointees, including reimbursement for loss of earnings, and/or expenses.
Committees Established by the Board
6.9. The committees to be established by the Board shall include the following:
6.9.1. Audit Committee
An audit committee will be established and constituted to provide the Board with an independent and objective review of its financial systems, financial information and compliance with relevant laws and guidance. The Terms of Reference will be approved by the Board and reviewed on a periodic basis. A minimum of three independent non-executive directors shall be appointed to the committee, of which at least one shall have significant, recent and relevant financial experience.
6.9.2. Remuneration and Terms of Service Committee
A remuneration committee will be established and constituted by the Board. The committee shall be comprised exclusively of non-executive directors, including at least three independent non-executive directors.
6.9.3. Executive Committee
An executive committee will be established and constituted by the Board to:
(i) support the Board in setting and delivering the organisation’s strategic direction and priorities;
(ii) oversee effective operational management of the trust and delivery of continuous improvement in quality
(iii) assess and control risk.
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6.9.4. Quality Assurance Committee
A quality and assurance committee will be established and constituted by the Board to provide assurance to the Board that quality in the trust is of the highest standard.
6.9.5. Performance and Investment Committee
A performance and investment committee will be established by the Board to provide scrutiny of the trust’s strategy, investment plans and performance (including financial performance).
6.10. The following committees will be established to provide the Board with advice through the Chief Executive, but they will have no delegated powers:
6.10.1. Perfect Care and Wellbeing Advisory Panel
A perfect care and wellbeing advisory panel will be established by the Board as an advisory panel to provide independent advice to the Board by supporting thinking in relation to perfect care as a systematic and evidence based model of pursuing perfection in health care.
6.10.2. Standing Committee of the Service User and Carer Assemby
The Standing Committee of the Service User and Carer Assembly is accountable to the Service User and Carer Assembly and is an advisory committee to provide the Board with advice on a wide range of issues from the perspective of service users and carers, including in respect of the co-production activities between the trust and the service users and carers.
Confidentiality
6.11. Subject to Standing Order 6.13 below, no director of the trust or member of any committee or sub-committee of the Board or attendee at a meeting of the Board or any such committee or sub-committee shall disclose any matter dealt with by, or brought before the Board or committee or sub-committee without the permission of the Board or the relevant committee or sub-committee (as applicable) until such matter has been concluded or in the case of a committee or sub-committee until the committee or sub-committee has reported to the Board.
6.12. The Board and any committee or sub-committee of the Board shall make the directors of the trust, the members of any committee and sub-committee and any other attendees at meetings of the Board and/or its committees or sub-committees aware of the confidential nature of the business being transacted and their duty of confidentiality as set out at Standing Order 6.11.
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6.13. No director of the trust or member of any committee or sub-committee or attendee at any meeting of the Board or any committee or sub-committee of the Board shall disclose any matter reported to the Board or otherwise dealt with by the Board or the committee or sub-committee (as applicable) notwithstanding that the matter has been reported or action has been concluded if the Board or committee or sub-committee resolves that it is confidential.
7. OTHER TRUST POLICY STATEMENTS
7.1. The Board will from time to time agree and approve policy statements which will apply to all or specific groups of staff employed by the trust. The decision to approve such policies will be recorded in an appropriate Board minute and will be deemed where appropriate to be an integral part of these Standing Orders.
8. DECLARATIONS OF INTERESTS AND REGISTERS OF INTERESTS
Declaration of interests
8.1. Each director of the trust shall declare any interests that he/she is required to declare under paragraph 35 of the constitution (“Declarable Interest”).
8.2. The responsibility for declaring an interest is solely that of the director concerned and shall be declared to the Trust Secretary:
8.2.1. within 14 days of appointment; or
8.2.2. if arising later, as soon as the director becomes aware of the interest.
8.3. Any director who has a Declarable Interest in a matter to be considered by the Board and who is present at a meeting at which that matter is to be the subject of consideration shall declare such interest to the Board at that meeting and as soon as practicable after its commencement:
8.3.1. shall withdraw from the meeting and play no part in the relevant discussion or decision;
8.3.2. shall not vote on the issue (and if by inadvertence they do remain and vote, their vote shall not be counted); and
8.3.3. details of the interest shall be recorded in the minutes of the meeting.
8.4. Any director who fails to disclose any interest required to be disclosed under this constitution must permanently vacate their office if:
8.4.1. in the case of a non-executive director, he/she is required to do so by a resolution made pursuant to paragraph 27.2 of this constitution; and
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8.4.2. in the case of an executive director, he/she is required to do so by a resolution made pursuant to paragraph 30.4 of this constitution.
8.5. If Board members have any doubt about the relevance of an interest, this should be discussed with the Chairman.
8.6. If a Board member has any financial interest in, holds any position in or has any affiliation to:
8.6.1. any health or social care related organisation providing (or seeking to provide) services to the National Health Service;
8.6.2. any health or social care related campaigning special interest group; and/or
8.6.3. any organisation operating in the field of health or social care;
he/she shall declare such an interest on appointment, or if arising later, as soon as reasonably practicable, to the Chairman or the Trust Secretary and such an interest shall be recorded in the register of interests of the directors.
8.7. Board members’ directorships of companies that may seek to do business with the trust should be published in the trust’s Annual Report. The information shall be kept up to date for inclusion in succeeding annual reports.
9. NOT USED
10. DEFECTS IN PROCESS OR APPOINTMENT
10.1. All decisions taken in good faith at a meeting of the Board of Directors or of any committee or sub-committee shall be valid even if there is any vacancy in its membership or it is discovered subsequently that there was a defect in the calling of the meeting, or the appointment of the directors attending the meeting.
11. STANDARDS OF BUSINESS CONDUCT POLICY
Policy
11.1. Directors of the trust shall comply with standing financial instructions prepared by the Director of Finance and approved by the Board for the guidance of all staff employed by the trust.
11.2. Directors of the trust must conduct themselves at all times in accordance with the NHS Foundation Trust Code of Governance.
11.3. Each director will uphold the seven principles of public life as detailed by the Nolan Committee:
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11.3.1. Selflessness
Holders of public office should take decisions solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family, or their friends
11.3.2. Integrity
Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties
11.3.3. Objectivity
In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit
11.3.4. Accountability
Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office
11.3.5. Openness
Holders of public office should be as open as possible about all the decisions and actions they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands
11.3.6. Honesty
Holders of public office have a duty to declare any private interest relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest
11.3.7. Leadership
Holders of public office should promote and support these principles by leadership and example
11.4. Interests of officers in contracts
If it comes to the knowledge of any officer of the trust that the trust has entered into or proposes to enter into a contract in which he/she has any pecuniary interest, direct or indirect, he/she shall declare such interest by giving notice in writing to the Chief Executive of the fact that he/she is interested therein. In the case of spouses or persons cohabiting as partners, the interest of one spouse or partner shall, if known to the other, be deemed to be also the interest of the other.
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An officer should also declare to the Chief Executive any other employment or business or other relationship of his, or of a cohabiting spouse or partner, that conflicts, or might reasonably be predicted could conflict with the interests of the trust. The trust requires interests, employment or relationships so declared to be entered in a register of interests of staff.
Canvassing of and recommendations by, members of the Board in relation to appointments
11.5. Canvassing of members of the Board or of any committee or sub-committee the Board, either directly or indirectly for any appointment under the trust shall disqualify the candidate for such appointment. The contents of this Standing Order 11.5 shall be included in application forms or otherwise brought to the attention of applicants.
11.6. A member of the Board shall not solicit for any person any appointment under the trust or recommend any person for such appointment. This Standing Order 11.6 shall not, however, preclude a member of the Board from giving written testimonial of a candidate's ability, experience or character for submission to the trust.
11.7. Informal discussions outside appointments panels or committees, whether solicited or unsolicited, should be declared to the panel or committee.
Relatives of members of the board or officers of the trust
11.8. Candidates for any appointment under the trust shall, when making an application, disclose in writing to the trust whether they are related to any member of the Board or the holder of any office under the trust. Failure to disclose such a relationship shall disqualify a candidate and, if appointed, render him liable to instant dismissal.
11.9. The Chairman and every member of the Board and officer of the trust shall disclose to the Chief Executive any relationship between himself and a candidate of whose candidature that member or officer is aware. It shall be the duty of the Chief Executive to report to the board any such disclosure made.
11.10. Prior to acceptance of an appointment, members of the Board should disclose to the Board whether they are related to any other member of the Board or holder of any office in the trust.
11.11. Where the relationship to a member of the Board is disclosed, Standing Order 11.4 may apply.
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Gifts and hospitality
11.12. Members of the Board and officers of the trust are expected to maintain high standards of personal conduct in all work related business. Under the Bribery Act 2010 they must not accept from any organisation, firm or individual any inducement or reward which might influence them to make a decision that is not in the best interests of the trust. Any breach of the Act renders any employee liable to instant dismissal.
11.13. Any gifts received from or offer of gifts by a contractor or potential contractor must be declined and reported immediately in accordance with the trust’s policy on Gifts, Hospitality & Interests. In the context of these instructions contractor means any supplier of goods, and/or services to the trust.
11.14. Similarly, all offers of hospitality must be treated on the same basis. Visits to contractors or potential contractors or to another site to inspect their installations must be made at the trust’s expense not the contractor’s. Exception to this rule may be granted by the Chief Executive where reasonable. Otherwise only minimal hospitality should be accepted from a contractor or potential contractor and immediate explanation must be given to the Chief Executive if a breach of the rules occurs. As with gifts, unless it is of a minor nature, hospitality and entertainment should be declined.
12. CUSTODY OF SEAL AND SEALING OF DOCUMENTS
Custody of seal
12.1. The common seal of the trust shall be kept by the Trust Secretary in a secure place.
Sealing of documents
12.2. The seal of the trust shall not be affixed to any document unless the sealing has been authorised by a resolution of the Board or of a committee established by the Board where the Board has delegated its powers to such a committee to authorise the application of the trust’s seal.
12.3. Before any building, engineering, property or capital document is sealed it must be approved by the director of finance, or an officer nominated by him with such approval being evidenced in writing and authorised in writing by the chief executive, or an officer nominated by him who shall not be within the originating directorate.
12.4. All deeds entered into by the trust and all documents conveying an interest in land must be executed by the application of the trust’s seal.
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Register of sealing
12.5. A record of the sealing of every document shall be made and numbered consecutively in a register established for that purpose, and shall be signed by the persons who have approved and authorised the document and those who attested the seal. A report of all sealings shall be made to the Board at least annually. The report shall contain details of the seal number, the description of the document and date of sealing.
13. SIGNATURE OF DOCUMENTS
13.1. Where any document will be a necessary step in legal proceedings involving the trust, it shall be signed by the Chief Executive or any executive director nominated by the Chief Executive.
13.2. The Chief Executive or any executive director nominated by the Chief Executive shall be authorised, by resolution of the Board, to sign on behalf of the trust any agreement or other document not required to be executed as a deed, the subject matter of which has been approved by the Board or any committee established by the Board with delegated authority.
14. MISCELLANEOUS
Standing orders to be given to members of the board and officers of the trust
14.1. It is the duty of the Chief Executive to ensure that existing Board members and officers of the trust and all new appointees are notified of and understand their responsibilities within the Standing Orders, Standing Financial Institutions, Scheme of Delegation and Reservation of Power.
Review of standing orders
14.2. These Standing Orders shall be reviewed periodically by the Board. The requirement for review extends to all documents having effect as if incorporated in the Standing Orders.
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ANNEX 10 – FURTHER PROVISIONS - MEMBERS
1. DISQUALIFICATION FROM MEMBERSHIP
1.1. An individual may not become, or continue to be, a member of the trust if:
1.1.1. they are under 14 years of age; or
1.1.2. they have been involved as a perpetrator in a serious incident of physical or verbal aggression at any of the trust’s sites or facilities or against any of the trust’s employees or other persons who exercise functions for the purposes of the trust, or against any registered volunteer.
2. TERMINATION OF MEMBERSHIP
2.1. A member shall cease to be a member if:
2.1.1. they resign by notice to the Trust Secretary;
2.1.2. they die;
2.1.3. they are expelled from membership under this constitution;
2.1.4. they cease to be eligible under this constitution to be a member of any of the Public Constituencies, or of any classes of the Service User and Carer Constituency or of any classes of the Staff Constituency;
2.1.5. it appears to the Trust Secretary that they no longer wish to be a member of the trust, and after enquiries made in accordance with a process approved by the Council of Governors, they fail to demonstrate that they wish to continue to be a member of the trust.
2.2. A member may be expelled by a resolution approved by not less than two thirds of the governors present and voting at a meeting of the Council of Governors. The following procedure is to be adopted.
2.2.1. any member may complain to the Trust Secretary that another member has acted in a way that is detrimental to the interests of the trust;
2.2.2. if a complaint is made, the Council of Governors may itself consider the complaint, having taken such steps as it considers appropriate to ensure that each member’s point of view is heard and may either:
2.2.2.1. dismiss the complaint and take no further action; or
2.2.2.2. for a period not exceeding twelve months suspend the right of the member complained about to attend members meetings and vote under this constitution; or
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2.2.2.3. arrange for a resolution to expel the member complained about to be considered at the next general meeting of the Council of Governors.
2.2.3. If a resolution to expel a member is to be considered at a general meeting of the Council of Governors, details of the complaint must be sent to the member complained about not less than one calendar month before the meeting with an invitation to answer the complaint and attend the meeting.
2.2.4. At the meeting the Council of Governors will consider evidence in support of the complaint and such evidence as the member complained about may wish to place before them.
2.2.5. If the member complained about fails to attend the meeting without due cause the meeting may proceed in their absence.
2.3. A person expelled from membership will cease to be a member upon the declaration by the chair of the meeting that the resolution to expel them is carried.
2.4. No person who has been expelled from membership is to be re-admitted except by a resolution carried by the votes of two-thirds of the Council of Governors present and voting at a general meeting.
3. MEMBERS MEETINGS
3.1. The trust is to hold the Annual Members’ Meeting within nine months of the end of each financial year.
3.2. All members meetings other than Annual Members’ Meetings are called Special Members’ Meetings.
3.3. The Annual Members’ meeting shall be open to members of the public. Special Members’ Meetings are open to all members of the trust, governors and directors, and representatives of the auditor, but not to members of the public unless the Council of Governors decides otherwise. The Council of Governors may invite representatives of the media and any experts or advisors whose attendance they consider to be in the best interests of the trust to attend a members meeting.
3.4. All members’ meetings are to be convened by the Trust Secretary.
3.5. The Trust Secretary shall decide where a members meeting is to be held and may also for the benefit of members:
3.5.1. arrange for the Annual Members’ Meeting to be held in different venues each year;
3.5.2. make provision for a members meeting to be held at different venues simultaneously or at different times. In making such provision the
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Trust Secretary shall also fix an appropriate quorum for each venue, provided that the aggregate of the quorum requirements shall not be less than the quorum set out below.
3.6. At the Annual Members’ Meeting:
3.6.1. the Board of Directors shall present to the members:
3.6.1.1. the annual accounts;
3.6.1.2. any report of the auditor;
3.6.1.3. forward planning information for the next financial year;
3.6.2. the Council of Governors shall present to the members a report on:
3.6.2.1. steps taken to secure that (taken as a whole) the actual membership of:
3.6.2.1.1. the Public Constituency;
3.6.2.1.2. the classes of the Staff Constituency;
3.6.2.1.3. the Service User and Carer Constituency; and
is representative of those eligible for such membership;
3.6.2.2. the progress of the membership strategy and any changes proposed; and
3.6.2.3. any proposed changes to the policy for the composition of the Council of Governors and of the non-executive directors
3.6.3. the results of the election and appointment of governors and the appointment of non-executive directors will be announced.
3.7. Notice of a members meeting is to be given by the Trust Secretary:
3.7.1. by written notice to all members;
3.7.2. by notice prominently displayed at the trust’s head office and at all of the trust’s places of business;
3.7.3. by notice on the trust’s website; and
3.7.4. is to be given in writing to the Council of Governors and the Board of Directors, and to the auditor;
at least 14 days before the date of the meeting. The notice must:
3.7.5. state whether the meeting is an Annual Members’ Meeting or a Special Members’ Meeting;
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3.7.6. give the time, date and place of the meeting; and
3.7.7. indicate the business to be dealt with at the meeting.
3.8. The lack of service of notice on any member shall not affect the validity of any meeting.
3.9. Before a members meeting can do business there must be a quorum present. Except where this constitution says otherwise a quorum is one member present from each of the trust’s constituencies.
3.10. The trust may make arrangements for members to vote by post, or by using electronic communications.
3.11. It is the responsibility of the Council of Governors, the chair of the meeting and the Trust Secretary to ensure that at any members meeting:
3.11.1. the issues to be decided are clearly explained; and
3.11.2. sufficient information is provided to members to enable meaningful discussion to take place.
3.12. The Chairman, or in their absence the Vice Chair, shall chair all members meetings. If neither the Chairman nor the Vice Chair is present, the members of the Council of Governors present at the meeting shall elect one of their number to be chair and if there is only one governor present and willing to act they shall be chair.
3.13. If no quorum is present within half an hour of the time fixed for the start of the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Trust Secretary, having consulted with the Chairman, shall determine. If a quorum is not present within half an hour of the time fixed for the start of the adjourned meeting, the number of members present during the meeting is to be a quorum.
3.14. A resolution put to the vote at a members meeting shall be decided by a majority of votes of those members present and voting.
3.15. Every member present and every member who has voted by post or using electronic communications is to have one vote. In the case of an equality of votes the chair of the meeting is to have a second and casting vote.
3.16. The result of any vote will be declared by the chair and entered in the minutes. The minutes will be conclusive evidence of the result of the vote.
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4. CHOICE OF CONSTITUENCY
4.1. A person who is eligible to be a Member of the Staff Constituency may not become or continue as a Member of a Public Constituency or the Service User and Carer Constituency.
4.2. A person who is eligible to be a member of a Public Constituency and the Service User and Carer Constituency may elect to be a member of either constituency but not both at the same time.
4.3. An individual who is eligible and applies to be a member of the Service User and Carer Constituency will remain within that constituency unless they apply in writing to the Trust Secretary to change their membership to a Public Constituency.
4.4. An individual who is eligible and applies to be a member of a Public Constituency will remain within that constituency unless they apply in writing to the Trust Secretary to change their membership to the Service User and Carer Constituency.
4.5. An individual who is a member of the Service User and Carer Constituency but whom subsequently is employed by Mersey Care NHS Trust or the trust must transfer to the Staff Constituency.
5. DECISIONS ON ELIGIBILITY FOR MEMBERSHIP
5.1. It is the responsibility of each member to ensure his eligibility to become or continue as a Member of a Constituency or Class of a Constituency at all times and not the responsibility of the trust to do so on his behalf. A member who becomes aware of his ineligibility shall inform the trust as soon as practicable and that person shall thereupon be removed forthwith from the Register of Members and shall cease to be a member.
5.2. Where the trust has reason to believe that a member is ineligible for membership or may be disqualified from membership the Trust Secretary shall carry out reasonable enquiries to establish if this is the case.
5.3. Where the Trust Secretary considers that there may be reasons for concluding that a member or an applicant for membership may be ineligible or be disqualified from membership he/she shall advise that individual of those reasons in summary form and invite representations from the member or applicant for membership within 28 days or such other reasonable period as the Trust Secretary may in his absolute discretion determine. Any representations received shall be considered by the Trust Secretary and he/she shall make a decision on the member’s or applicant’s eligibility or disqualification as soon as reasonably practicable and shall give notice in writing of that decision to the Member or applicant within 28 days of the decision being made.
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5.4. If no representations are received within the said period of 28 days or such longer period (if any) permitted under the preceding paragraph, the Trust Secretary shall be entitled nonetheless to proceed and make a decision on the member’s or applicant’s eligibility or disqualification notwithstanding the absence of any such representations from him.
5.5. Any decision to disqualify a member or an applicant for membership may be referred by the member or applicant concerned to the dispute resolution procedure described in Annex 11.
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ANNEX 11 – FURTHER PROVISIONS
1. REPRESENTATIVE MEMBERSHIP
1.1. The trust shall at all times strive to ensure that taken as a whole its actual membership is representative of those eligible for membership. To this end the trust shall at all times have in place and pursue a membership strategy which shall be approved by the Council of Governors, and shall be reviewed by them from time to time, and at least every three years.
2. TRUST SECRETARY
2.1. The trust shall have a Trust Secretary who may be an employee. The Trust Secretary may not be a governor, or the Chief Executive or the Director of Finance. All directors and governors will have access to the advice and services of the Trust Secretary. The Trust Secretary’s functions shall include:
2.1.1. acting as secretary to the Council of Governors, the Board of Directors and any committees, giving independent advice on governance and always acting in the best interests of the trust;
2.1.2. ensuring good information flows between the Board of Directors and its committees and between the Board of Directors, the Council of Governors and senior management;
2.1.3. calling and attending all members meetings, meetings of the Council of Governors and of the Board of Directors, and taking the minutes of those meetings;
2.1.4. being available to give advice and support to individual directors and governors, particularly in relation to the induction of new directors and governors and assistance with professional development;
2.1.5. keeping the register of members and other registers and books required by this constitution to be kept;
2.1.6. keeping the trust’s seal;
2.1.7. publishing to members in an appropriate form information which they should have about the trust’s affairs;
2.1.8. preparing and sending to Monitor and any other statutory body all returns which are required to be made.
2.2. Minutes of every members meeting, of every meeting of the Council of Governors and of every meeting of the Board of Directors are to be kept by the Trust Secretary. Minutes of meetings will be read at the next meeting and signed by the chair of that meeting. The signed minutes will be conclusive evidence of the events of the meeting.
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2.3. The Trust Secretary shall be responsible for making any determination required on the interpretation of this constitution (having sought and received legal advice if required) where any query as to the interpretation of this constitution is raised by any governor, director or member.
2.4. A determination made in accordance with paragraph 2.3 above shall be binding on the Council of Governors, the Board of Directors and the members.
2.5. The Trust Secretary is to be appointed and removed by the Chief Executive and the Chairman jointly.
2.6. The Board of Directors of the applicant NHS trust shall appoint the first secretary of the trust.
3. FURTHER PROVISIONS AS TO AUDITOR
3.1. A person may only be appointed as the auditor if he/she (or in the case of a firm, each of its members) are a member of one or more of the bodies referred to in paragraph 23 (4) of Schedule 7 to the 2006 Act.
3.2. The auditor is to carry out their duties in accordance with Schedule 10 to the 2006 Act and in accordance with any directions given by Monitor on standards, procedures and techniques to be adopted.
4. INDEMNITY
4.1. Members of the Council of Governors and of the Board of Directors and the Trust Secretary who act honestly and in good faith will not have to meet out of their personal resources the cost associated with any personal civil liability which accrues to them in the execution or purported execution of their functions, save where they have acted recklessly. Any costs arising in this way will be met by the trust. The trust may purchase and maintain insurance against this liability for its own benefit and for the benefit of members of the Council of Governors and of the Board of Directors and of the Trust Secretary.
5. DISPUTE RESOLUTION PROCEDURES
5.1. Every unresolved dispute which arises out of this constitution between the trust and:
5.1.1. a member; or
5.1.2. an applicant for membership; or
5.1.3. any person aggrieved who has ceased to be a member within the six months prior to the date of the dispute; or
5.1.4. any person bringing a claim under this constitution; or
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5.1.5. an office-holder of the trust;
is to be submitted to an arbitrator agreed by the parties or in the absence of agreement to be nominated by the Strategic Health Authority or on its establishment the National Health Service Commissioning Board. The arbitrator’s decision will be binding and conclusive on all parties, including as to cost.
5.2. Any person bringing a dispute must, if required to do so, deposit with the trust a reasonable sum (not exceeding £250) to be determined by the Council of Governors and approved by the Trust Secretary. The arbitrator will decide how the costs of the arbitration will be paid and what should be done with the deposit.
6. NOTICES
6.1. Any notice required by this constitution to be given shall be given in writing or shall be given using electronic communications to an address for the time being notified for that purpose. “Address” in relation to electronic communications includes any number or address used for the purposes of such communications.
6.2. Proof that:
6.2.1. in the case of a notice sent by post, the envelope containing the notice was properly addressed, prepaid and posted; and
6.2.2. in the case of a notice sent by electronic communication, the electronic communication was dispatched to the correct address;
shall be conclusive evidence that the notice was given. A notice shall be treated as delivered 2 days after the envelope containing it was posted or, in the case of a notice contained in an electronic communication, 1 day after it was sent.
7. FURTHER PROVISIONS AS TO TRANSITION
7.1. The Board of Directors of the applicant NHS trust shall prepare and approve the first membership strategy and the first policy for the composition of the Council of Governors and of the non-executive directors.
7.2. These will be reviewed by the Council of Governors following the election and appointment of the initial governors.
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7.3. For the purposes of the period before the applicant NHS trust becomes the trust:
7.3.1. elections shall be carried out in accordance with the Model Election Rules set out at Annex 5, using the first past the post method of voting;
7.3.2. the Chief Executive of the applicant NHS trust will approve:
7.3.2.1. a membership application form,
7.3.2.2. a form of declaration required by section 60 (1) of the 2006 Act,
7.3.2.3. a form of declaration required by section 60 (2) of the 2006 Act,
7.3.2.4. a form of declaration required by section 60 (3) of the 2006 Act,
7.3.2.5. a form confirming acceptance of a code of conduct for governors;
7.3.3. the Trust Secretary of the applicant NHS trust will consult and agree arrangements with the appointing organisations for the appointment of Appointed Governors; and
7.3.4. the Trust Secretary of the applicant NHS trust shall make the final decision about the class of the Staff Constituency of which an individual is eligible to be a member.
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COUNCIL OF GOVERNORS Report provided (check necessary boxes): Paper No: COG16/17/011
To Note: ☒ For Decision ☐ Meeting Date: 16 June 2016
Addictions Services
Report Author: Neil Smith, Executive Director of Finance
Summary of Key Issues:
• The trust provides an Addiction service for Sefton and Liverpool. The funding in 2015/16 was £7.0m.
• Following 2016/17 contract mediation, Liverpool Clinical Commissioning Group (LCCG) confirmed they were to reduce the block contract with the Trust by £1.9m in respect of Addiction Services.
• Non-recurrent transitional funding of £0.8m has been provided by LCCG in 2016/17.
• The Trust will need to use internal resources to keep the service safe. These resources have been identified in 2016/17.
• A Strategic Steering Group has been set up with commissioners to redesign the service within affordable levels.
• The Local Division has started an options appraisal process to identify the options to redesign the service within the reduced income levels from 2017/18. These will be discussed and agreed with commissioners together with detailed service and quality impact assessments.
Recommendation:
The Council of Governors is asked to note: 1) the contents of the paper; 2) the transitional funding of £0.750m provided by LCCG in
2016/17; 3) that the Trust will need to use internal resources to keep the
service safe. These resources have been identified in 2016/17; 4) that a Strategic Steering Group has been set up to redesign the
service within affordable levels; and that 5) the Council of Governors will be updated on progress.
PURPOSE
1. The purpose of this paper is to provide the Council of Governors with an update on funding issues for Addiction Services
BACKGROUND
2. Mersey Care provides an Addiction service for Sefton and Liverpool. Funding in 2015/16 is shown below:
£m Liverpool 6.5 Sefton 0.5 Total 7.0
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3. Following 2016/17 contract mediation, Liverpool Clinical Commissioning Group (LCCG) confirmed they were to reduce the block contract with the Trust by £1.9m in respect of Addiction services. This represents 30% of the Liverpool service. It was agreed that £1.2m would be withdrawn in 2016/17, a further £0.5m in 2017/18 and the full £1.9m in 2018/19.
4. Historically, Addiction services have been commissioned and funded by the NHS. In 2013/14, the responsibility for commissioning Addictions services transferred to local authorities. All of the funding should also have transferred at this time. However, in respect of the Liverpool service, at the request of the CCG, only £4.6m of the £6.5m was transferred to Liverpool City Council (LCC). The CCG continued to pay the Trust the £1.9m for Addictions services with the stated aim of protecting it from local authority planned and future budget cuts.
5. At the start of 2015/16, the CCG informed the Trust that it was withdrawing the £1.9m funding for Addictions services, as it did not commission them. They informed the Trust that LCC would need to pay the £1.9m going forward as they commissioned these services. The Trust started contract dispute resolution proceedings. This did not go ahead because the Trust subsequently agreed funding of £1.9m non-recurrently from LCCG.
6. As part of the contract offer for 2016/17, the CCG again informed the Trust that it was withdrawing the £1.9m funding for Addictions services. The Trust again started dispute resolution proceedings, which went as far as joint mediation facilitated by NHS England (NHSE) and the NHS Trust Development Authority (TDA).
7. The advice from NHSE and the TDA was that, whilst they were sympathetic to the Trust’s position, the CCG was not technically the responsible commissioner for these services, even though they were obviously paying for part of the service. As such, they would likely be successful at arbitration.
8. As arbitration costs are in excess of £0.1m, the Trust had no option but to accept a compromise offer from the CCG of £0.75m in 2016/17 and £0.25m in 2017/18.
ISSUES
9. As with all other NHS providers, the Trust could be forced to reduce services following withdrawal of CCG funding. The service currently manages a caseload of approx. 1,200 patients who are in Tier 3 Community Drug Services, all of whom have complex and co-morbid substance misuse problems. A cut of £1.9m in Addictions services (30% of the Liverpool service), is likely to result in either a reduced number of drug and alcohol inpatient medically monitored detoxification beds and/or a reduced community service.
10. The Trust currently see all patients within three weeks. A 50% reduction to the caseload, to deliver the savings required, would require approx. 600 complex patients to be either discharged to primary care or other services involved in their care. This will result in longer waiting times and increased acute presentations in local primary care services, accidents and emergency departments, acute hospitals and other mental health services including the voluntary sector.
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11. Given the high levels of severe and enduring mental health need in the Liverpool population, and the high associated risk of mortality and morbidity, disinvestment on this scale represents a risk to public and patient safety.
12. In addition to the specific funding issue above, the Trust is faced with the challenge of an increase in total referrals of circa. 37% since 2011/12, in-year bed occupancy levels of 100% in Adult Mental Health services, and an increase in caseload of circa. 30% since 2011/12.
13. Following mediation, the Trust has met with the Director of Adult Services and the Director of Public Health at LCC. It has been agreed LCC will lead a redesign of the service to address the funding shortfall and more fully integrate and align both Mental Health and Addictions services with LCC and LCCG planning arrangements.
14. The Local Division has started an options appraisal process to identify the options to redesign the service within the reduced income levels highlighted above. These will be discussed and agreed with commissioners together with detailed service and quality impact assessments.
15. Further updates will be provided to the Council of Governors during the year.
RECOMMENDATION
16. The Council of Governors are asked to note:
a) the contents of the paper;
b) the transitional funding of £0.750m provided by LCCG in 2016/17;
c) that the Trust will need to use internal resources to keep the service safe. These resources have been identified in 2016/17;
d) that a Strategic Steering Group has been set up to redesign the service within affordable levels; and that
e) the Council of Governors will be updated on progress.
NEIL SMITH EXECUTIVE DIRECTOR OF FINANCE June 2016
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COUNCIL OF GOVERNORS Report provided (check necessary boxes): Paper No: COG16/17/012
To Note: ☒ For Decision ☐ Meeting Date: 16 June 2016
Governor Induction and Visits
Report Author(s): Andy Meadows, Trust Secretary Sarah Jennings, Deputy Trust Secretary
Summary of Key Issues: • To outline proposals for a series of local induction sessions to provide briefing to governors on the work that is happening across the trust and the services we provide, which will include opportunities to meet the Non-Executive Directors and Directors
• To outline a programme of visits for governors to the servicesprovided by the trust, including the opportunity for governors to join the trust’s Quality Review Visits
Recommendation: The Council of Governors is asked to: 1) consider and comment on the proposals in this paper;2) let the Corporate Governance Team know if you wish to be
involved in the quality review visits
PURPOSE
1. At the inaugural Council meeting in May and the 1:1 meetings with Beatrice Fraenkel, governors had noted they would benefit from further induction which is focussed on the work of Mersey Care, rather than just their role as a governor, as well as opportunities to visit Mersey Care services.
2. This paper outlines the arrangements being put in place between now and the end ofNovember 2016 for Council of Governors to:
a) organise additional induction sessions focussed on the work of the trust;
b) facilitate visits to services and participation in the quality review visits programme;
c) provide further sessions on the roles and responsibilities of governors;
d) provide training to those governors who will be involved in the panels to appointnon-executive directors.
3. If governors are content with the proposals in this paper, the Programme ManagementOffice (PMO) here at Mersey Care will take initial responsibility for coordinating withgovernors to make the necessary arrangements, liaising closely with the CorporateGovernance Team. The Head of the PMO, Justine Maher, will lead this work and hercontact details are:
• Tel – 0151 472 4541• Mobile – 07875 339 655• Email – [email protected]
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LOCAL INDUCTION SESSIONS
4. The intention is to hold a range of 2-hour sessions, which will focus on different aspects of the trust’s work. Wherever possible these will be co-presented by non-executive directors together with senior managers from the trust. Using a similar approach the training on your roles and responsibilities as a governor, the intention is that each session will be provided twice at different times so as to ensure the maximum number of governors can attend
5. The proposed programme for local induction shall include sessions on the following:
a) Striving for Perfect Care – a key cornerstone of the trust’s strategy is providing perfect care services. The trust has identified three key initiatives to help achieve perfect care – the zero suicide strategy, a commitment to no force first (the minimal use of physical / pharmaceutical measures to restrain patients) and the focus on the physical health of our patients / services users. Co-hosted by Rob Beardall, non-executive member of the Quality Assurance Committee, together with David Fearnley, Medical Director, and Louise Edwards, Director of Strategy, this session will focus on what we mean by perfect care, how this translates across our strategy and how we are working with others – particularly colleagues at Stanford University – through our Centre for Perfect Care & Wellbeing to embed perfect care in the way we deliver services
b) Quality of Services – this session will be co-hosted by Brenda Roe, the non-executive chair of the Quality Assurance Committee, and Ray Walker, the Executive Director of Nursing who has lead responsibility for patient safety, safe staffing, patient experience and complaints, quality governance, clinical audit and compliance with the Care Quality Commission’s fundamental standards for care. The session will focus on how the trust undertakes quality surveillance and provides assurance to the Board of Directors, the Council of Governors, its commissioners and regulators on the quality and safety of the services the trust provides;
c) Performance and Finance – the trust measures its performance against a range of indicators and targets, some of these are set nationally by regulators, some locally by our commissioners and some by the trust itself to ensure the successful delivery and implementation of the trust’s strategy. Co-hosted by Matt Birch, non-executive chair of the Performance, Investment & Finance Committee, together with Neil Smith, Executive Director of Finance, and Jim Hughes, Director of Informatics & Performance Improvement, the session will provide governors with an understanding of the key performance issues and financial pressures facing the trust;
d) Supporting Processes – co-hosted by Pam Williams, non executive chair of the Audit Committee, together with Amanda Oates and Elaine Darbyshire (Executive Directors of Workforce and Communications & Corporate Governance respectively), this session will focus on the staffing implications of the changes proposed in our strategy, our plans to engage members, service users, carers,
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staff and the public together with how the Board of Directors, Council of Governors and our regulators obtains assurance that Mersey Care is a well-led organisation
e) Divisional Arrangements co-hosted by Gerry O’Keeffe, who is the senior independent non-executive director, together with a senior manager from each of the 2 clinical divisions (or 3 divisions subject to the acquisition of Calderstones), this session will allow for an overview of the services provided by each of the 3 clinical divisions together with an update on the transformation programme each division is in the process of delivering.
VISITS TO SERVICES
6. Arrangements will be put in place to allow groups of 4 / 5 governors to visit different locations the trust provides services from. These will again be arranged for different times with initial attendance on a first come first served basis. However should a particular venue be more popular, then additional visits will be arranged for that service. Initially it is proposed the following venues will be prioritised for visits:
a) Clock View, Walton - our newest building opened least year which as well as providing inpatient services for patients with dementia also provides our Section 136 (S136) service and Psychiatric Intensive Care Unit (PICU). (S136 services relate to the provision of places of safety to allow the assessment of a person’s mental health needs to be assessed under the Mental Health Act);
b) Scott Clinic, Rainhill – this is our 56-bed mental health medium secure unit. It is this unit that we intend to replace (together with the learning disability medium secure unit in Calderstones) with a 120-bed medium secure unit on our Maghull site next to Ashworth Hospital
c) Ashworth Hospital, Maghull – our high secure hospital, one of only 3 in the country with Broadmoor and Rampton;
d) The Life Rooms, Walton – our latest addition, a former Liverpool City Library which has been converted to be the based of our Recovery College and employment centre;
e) Mossley Hill, Hospital – where we provide a range of inpatient and community adult mental health services. The trust is planning to redevelop this site as its new ‘Liverpool 2’ hospital (i.e., on a par with Clock View);
f) Norris Green – which acts as one of new community hubs, but includes buildings we have acquired from the local council and a housing association;
g) Hesketh Centre, Southport – which acts as a community hub for adult mental health and learning disability services as well as providing adult mental health inpatient and assessment services.
h) Calderstones site at Whalley – should Mersey Care acquire Calderstones then visits to Calderstones’ site will also be arranged. We will investigate combining these visits with some of the local induction sessions outlined above to provide a half or full-day visit to the site.
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7. As part of the trust’s quality surveillance process we regularly conduct quality review visits (QRVs) to all our services to check on a range of issues against our STEEEP principles, i.e., is the service:
8. These visits are co-ordinated by the Nursing Team and are made up of multi-disciplinary teams which not only include our own staff but service users, cares and non-executive directors. Visits can take place at any time 24/7 – normally 1 / 2 visits take place each week – with visits normally lasting about two hours. The results of these visits are written up by the Nursing Team and shared with team subject to the visit, their clinical division and the Executive Director of Nursing and his team, they are also fed into the trust’s surveillance process.
9. Governors are invited to be part of these teams if they so choose. If you wish to be part of the QRV process please let the Corporate Governance Team know and we will share your details with the Nursing team.
TRAINING – YOUR ROLE AS A GOVERNOR
10. Many governors will already have had the opportunity to attend the mandatory training on your roles and responsibilities as a governor provided by the external consultant, Ann Utley. Further sessions will be planned for those of you who were unable to attend the original two sessions.
TRAINING – RECRUITMENT AND SELECTION
11. As you can see from the paper supporting Item D2 on today’s agenda, over the next 9 / 18 months the trust will be looking to make further non-executive director appointments. For those governors selected by the Council of Governors to sit on Nomination and Remuneration Committee, the trust needs to ensure governors have the appropriate skills. Working with Amanda Oates and her Workforce Team, the trust will provide recruitment and selection training on the trust’s value-based recruitment processes.
OTHER COMMUNICATION
12. Steps are being taken to established a governors’ section on the website, which will also include a private section that only governors will be able to access, which should facilitate the sharing of documents. In addition a regular newsletter will be developed for governors to provide briefing on what’s happening and developments across the trust.
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RECOMMENDATION
13. The Council of Governors is asked to:
a) consider and comment on the proposals in this paper;
b) let the Corporate Governance Team know if you wish to be involved in the quality review visits.
ANDY MEADOWS TRUST SECRETARY
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Agenda Item No: D2
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COUNCIL OF GOVERNORS Report provided (check necessary boxes): Paper No: COG16/17/013
To Note: ☐ For Decision ☒ Meeting Date: 16 June 2016
Nomination and Remuneration Committee
Report Author(s): Andy Meadows, Trust Secretary
Summary of Key Issues:
• To ask the Council of Governors to establish a Nomination and Remuneration Committee and identify those Governors who will be a member of this Committee
• The paper outlines the areas of work for this Committee so that the Council of Governors can start to consider the remuneration of the Chairman and Non-Executive Directors, the advertisement of Non-Executive Director post(s) and the possible re-appointment of Non-Executives coming to the end of their terms of office over the next 18 months
Recommendation:
The Council of Governors is asked to: 1) approve the establishment of a Nomination and Remuneration
Committee 2) agree the membership of the Committee 3) approve the terms of reference for the Committee (Appendix A)
PURPOSE
1. The purpose of this paper is ask the Council of Governors to:
a) establish a Nomination and Remuneration Committee;
b) identify those Governors who will sit on the Committee;
c) approve the terms of reference for the Committee (see Appendix A); and
d) outline the work the Committee will need to undertake.
BACKGROUND
2. One of the key roles of the Council of Governors is to appoint, re-appoint or dismiss the Chairman and Non-Executive Directors and set their remuneration and terms and conditions of service. The purpose in establishing a Nomination and Remuneration Committee is to allow a smaller group of Governors to review these matters in order to bring recommendations for the full Council to agree.
3. Governors are being asked to progress this work at this time as we are aware of a number of forthcoming vacancies / the possibility of existing Non-Executive Directors standing down with the next year:
Non-Executive Comment
Chis Dowrick Chris is a non-voting advisory member of the Board and has indicated he will step down at the end of his term of office (30 November 2016). The intention is to replace Chris with ‘full’ Non-Executive Director.
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Non-Executive Comment
Matt Birch Matt is the Chair of the Performance, Investment & Finance Committee. His second term of office ends on 31 August 2017, however he has indicated he will be standing down, perhaps even before his term expires. It is the intention to appoint another Non-Executive.
Brenda Roe Brenda is the Chair of the Quality Assurance Committee. Although her second term of office does not expire until 15 May 2019, Brenda has indicated her wish to step down in the first half of 2017. It is the intention to appoint another Non-Executive.
Gerry O’Keeffe Gerry is the Senior Independent Director and his first term of office expires on 17 April 2017. It is our understanding Gerry will be looking for re-appointment.
Pam Williams Pam is the Chair of the Audit Committee and her first term of office expires on 14 June 2017. It is our understanding Pam will be looking for re-appointment.
Beatrice Fraenkel Beatrice is the Chairman and her third term of office expires on 3 November 2017. It is our understanding Beatrice will be looking for re-appointment.
Nick Williams Nick’s first term of office expires on 31 December 2017. It is our understanding Nick will be looking for re-appointment.
Note – all the above posts will be subject to appointment / re-appointment process in the next 18 months
Robert Beardall Robert’s first term of office does not expire until March 2018.
4. As a NHS Trust the remuneration and terms for the Chairman and Non-Executive Directors were set by the national regulator for NHS Trusts, the NHS Trust Development Authority. As a Foundation Trust (FT) these are no longer set nationally and each FT has to agree these (taking account of applicable legislation / regulations), with the Council of Governors having the power to do this. Setting the remuneration and terms and conditions of service prior to going out to advert for any vacancies will also mean the trust will have a better opportunity to attract candidates of a higher quality to these vacancies. The likely timetable for appointments is outlined in the paper supporting item D5 on the agenda (with the first vacancy likely to be advertised after September 2016’s Council meeting so any nomination can be recommended to January 2017’s Council meeting).
5. Section 4E of the Governor’s Handbook (see paper supporting Item D3) outlines the process for reviewing the remuneration and terms of service for the Chairman and Non-Executive Directors.
ROLE AND PURPOSE OF THE COMMITTEE
6. A full description of the roles and responsibilities of the Nomination and Remuneration Committee can be found in the proposed terms of reference at Appendix A.
7. However by September 2016’s Council of Governors meeting, members of the Nomination and Remuneration Committee will, with the support of the Corporate Governance Team and the Workforce Directorate, be asked to develop a series of recommendations in respect of:
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a) the remuneration and terms and conditions of service for the Chairman and Non-Executive Directors;
b) the process to be used to appraise the Chairman and Non-Executive Directors;
c) the specification and skills required for any Non-Executive Director posts which will need advertising over the next year;
d) any changes that may be required to sections 4A to 4E of the Governor’s Handbook - which addresses procedures for the appointment / reappointment / removal of the Chairman and Non-Executive Directors and the procedure to decide remuneration and terms of service (see paper supporting Item D3).
8. As well as support from the Corporate Governance Team and the Workforce Directorate, in order to inform their recommendations the Committee will be asked to agree the scope for two pieces of work that will be commissioned from third parties, namely:
a) an independent review of the pay and conditions of the Chairman and Non-Executive Directors, which will take into account of public sector market factors, the pay across north west FTs and the pay at other similar FTs across the country;
b) an independent review of the skills, capabilities and experience of future Non-Executives, which will take account information such as the skills of the existing Non-Executives, the views of the Chairman and other members of the Board of Directors, the future scope of the trust.
9. Commissioning such reports is common practice and our regulators in particular will look for independent challenge and information supporting decisions made by the trust.
MEMBERSHIP AND TERMS OF REFERENCE
10. Appendix A contains proposed terms of reference for Nomination and Remuneration Committee taking account of the guidance in the Governor’s Handbook. These terms of reference have been informed by a good practice template issued by NHS Providers. As with all committees and working groups established by the Council, such groups are only permitted to make recommendation to the Council as they have no delegated decision-making powers.
11. Governors are also asked to nominate those who should be members of this Committee, ensuring a cross section of constituency representation if you believe this would be beneficial.
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RECOMMENDATION
12. The Council of Governors is asked to:
a) approve the establishment of a Nomination and Remuneration Committee;
b) agree the membership of the Committee
c) approve the terms of reference for the Committee (Appendix A).
ANDY MEADOWS TRUST SECRETARY
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Appendix A
Draft Terms of Reference
NOMINATION AND REMUNERATION COMMITTEE TERMS OF REFERENCE
1 CONSTITUTION
1.1 The Council of Governors hereby resolves to establish a Nomination and Remuneration Committee to be known as the (referred to as the “Committee” below). The Committee is authorised by the Council of Governors to act within its terms of reference.
2 ACCOUNTABILITY
2.1 The Committee is accountable to the Council of Governors and the Council of Governors must approve any changes to these terms of reference.
3 AUTHORITY
3.1 The Committee is authorised by the Council of Governors to:
(a) investigate any activity within its terms of reference;
(b) make recommendations to the Council of Governors;
(c) act in accordance with the trust’s Constitution;
(d) subject to funding approval by the Board of Directors, request the advice of professionals or other individuals or authorities from outside of the trust with relevant experience or expertise if it considers this necessary for, or expedient to, the exercise of its functions;
(e) requests such information as is necessary and expedient to fulfil its functions.
4 CONFLICTS OF INTEREST
4.1 The Chairman on the trust, or any Non-Executive Director present at Committee meetings, will withdraw from discussion concerning their own re-appointment, remuneration or terms and conditions.
5 MEMBERSHIP
5.1 The Committee shall consist of :
(a) the Chairman of the trust (where the Chairman has a conflict of interest, the committee will be chaired by the Senior Independent Director or a Governor member of the Committee);
(b) [the following] Governors appointed by the Council of Governors:
(i) [Drafting Note –
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• it is for the Council to decide the number of Governors to be appointed to this Committee. No guidance exists which states that a certain number / proportion of Governors need to be neither members, nor that governors need to be representative of all the constituencies, although the second may be an advantageous. In considering the number to appoint the Council will also need to be mindful of the requirements to be quorate]
• as to how this membership is reflected in these terms of reference, the Council has some options
° it can simply say “Governors appointed by the Council of Governors”, or
° it could say “the following Governors appointed by the Council of Governors”, then list them by name, or type of Governor, or both]
5.2 The membership of the Committee will be disclosed in the annual report.
5.3 Only members of the Committee have the right to attend meetings, there is no provision for deputies to attend.
6 ATTENDANCE
6.1 The following non-voting attendees will attend meetings of the Committee:
(a) the Chief Executive (when appropriate);
(b) the Executive Director of Workforce (or the Deputy Director of Workforce);
(c) the Trust Secretary;
(d) the Deputy Trust Secretary;
(e) Minute Secretary.
6.2 The chair of the Committee may also extend invitations to other personnel with relevant skills, experience or expertise as necessary to enable it to deal with matters before the Committee, subject to paragraph 3.1(d) above.
7 QUORUM
7.1 A quorum shall be [insert number] members, at least [insert number] of whom must be [insert type] governors.
[Drafting Note – to be determined once membership clarified]
7.2 Non-voting attendees nor invited attendees shall not be considered when considering if the meeting is quorate.
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8 FREQUENCY
8.1 Meetings shall be held as required, but at least a minimum of twice a year.
9 DUTIES
9.1 Nomination Role - the Committee will:
(a) periodically review the balance of skills, knowledge, experience and diversity of the Non-Executive Directors and, having regard to the views of the Board of Directors and relevant guidance on board composition, make recommendations to the Council of Governors with regard to the outcome of the review;
(b) review the results of the Board of Directors' performance evaluation process that relate to the composition of the Board of Directors;
(c) review annually the time commitment requirement for Non-Executive Directors;
(d) give consideration to succession planning for Non-Executive Directors, taking into account the challenges and opportunities facing the trust and the skills and expertise needed on the Board of Directors in the future;
(e) make recommendations to the Council of Governors concerning plans for succession, particularly for the key role of the Chairman;
(f) keep the leadership needs of the trust under review at non-executive level to ensure the continued ability of the trust to operate effectively in the health economy;
(g) keep up-to-date and fully informed about strategic issues and commercial changes affecting the trust and the environment in which it operates;
(h) agree with the Council of Governors a clear process for the nomination of a Non-Executive Director;
(i) take into account the views of the Board of Directors on the qualifications, skills and experience required for each position;
(j) for each appointment of a Non-Executive Director, prepare a description of the role and capabilities and expected time commitment required;
(k) identify and nominate suitable candidates to fill vacant posts within the committee's remit, for appointment by the Council of Governors;
(l) ensure that a proposed Non-Executive Director’s other significant commitments are disclosed to the Council of Governors before appointment and that any changes to their commitments are reported to the Council of Governors as they arise;
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(m) ensure that proposed appointees disclose any business interests that may result in a conflict of interest prior to appointment and that any future business interests that could result in a conflict of interest are reported;
(n) ensure that on appointment Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board of Director meetings;
(o) ensure that Non-Executive Directors meet the fit and proper persons test;
(p) advise the Council of Governors in respect of the re-appointment of any Non-Executive Director. Any term beyond six years must be subject to a particularly rigorous review;
(q) advise the Council of Governors in regard to any matters relating to the removal of office of a Non-Executive Director;
(r) make recommendations to the Council of Governors on the membership of committees as appropriate, in consultation with the chairs of those committees.
9.2 Remuneration role - the Committee will:
(a) recommend to the Council of Governors a remuneration and terms of service policy for Non-Executive Directors, taking into account the views of the Chairman (except in respect of his / her own remuneration and terms of service) and the Chief Executive and any external advisers;
(b) in accordance with all relevant laws and regulations, recommend to the Council of Governors the remuneration and allowances, and the other terms and conditions of office, of the Non-Executive Directors;
(c) agree the process and receive and evaluate reports about the performance of individual Non-Executive Directors and consider this evaluation output when reviewing remuneration levels;
(d) in adhering to all relevant laws and regulations establish levels of remuneration which:
(i) are sufficient to attract, retain and motivate Non-Executive Directors of the quality and with the skills and experience required to lead the trust successfully, without paying more than is necessary for this purpose, and at a level which is affordable for the trust,
(ii) reflect the time commitment and responsibilities of the roles,
(iii) take into account appropriate benchmarking and market-testing, while ensuring that increases are not made where trust or individual performance do not justify them, and
(iv) are sensitive to pay and employment conditions elsewhere in the trust;
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9.3 oversee other related arrangements for Non-Executive Directors.
10 REPORTING
10.1 The Committee will have the following reporting requirements:
(a) to ensure that the minutes of its meetings are formally recorded and submitted to the Council of Governors, supported by a chair’s report (unless a conflict of interest or matter of confidentiality exists);
(b) to ensure that any issues that require disclosure to the Council of Governors are brought to the attention of the Council of Governors.
10.2 The Committee will report to the Council of Governors annually on its work.
10.3 The Committee will outline its work to the Council of Governors through an annual work plan and will provide assurance to the Council of Governors of compliance with the requirements of these terms of reference through the development and presentation of an annual report, presented at the end of the financial year.
11 RESPONSIBILITY OF GOVERNORS AND ATTENDEES
11.1 Governors of the Committee have a responsibility to:
(a) attend a minimum of 75% of meetings a year, having read all papers beforehand;
(b) agree an annual business cycle for the Committee;
(c) act as ‘champions’, disseminating information and good practice as appropriate,
12 ADMINISTRATIVE ARRANGEMENTS
12.1 The Trust Secretary will ensure:
(a) that the Committee receives sufficient resources to undertake its duties;
(b) correct minutes of meetings are taken and once agreed by the chair that they are distributed to the members (unless a conflict of interest or matter of confidentiality exists);
(c) the minutes of the meeting are distributed within 10 working days of the meeting taking place;
(d) a record of matters arising is produced with issues to be carried forward;
(e) an action list is produced following each meeting and any outstanding action is carried forward on the action list until complete;
(f) conflicts of interest are recorded along with the arrangements for managing those conflicts;
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(g) appropriate support to the chair and Committee members to enable them to fulfil their role;
(h) that advice is provided to the Committee on pertinent areas;
(i) the agenda is agreed with the chair prior to sending papers to members no later than five working days before the meeting;
(j) management of the Committee’s annual business cycle;
(k) the papers of the Committee are filed in accordance with the trust’s policies and procedures.
12.2 The Trust Secretary will collate the Committee’s annual report and agree the ways of working to enable the Committee to meet the wide range of responsibilities set out in these terms of reference.
13 REVIEW
13.1 Terms of reference will be reviewed at least annually by the Committee and the Council of Governors.
Version: Draft No. 1 (June 2016)
Agenda Item No: D3
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COUNCIL OF GOVERNORS Report provided (check necessary boxes): Paper No: COG16/17/014
To Note: ☐ For Decision ☒ Meeting Date: 16 June 2016
Governor’s Handbook
Report Author(s): Andy Meadows, Trust Secretary
Summary of Key Issues:
• The Governor’s Handbook is intended to provide a range of documents to inform governors of their responsibilities and provide a number of procedures to inform the Council of Governors how it may discharge its responsibilities
Recommendation:
The Council of Governors is asked to: 1) approve the Governor’s Handbook
PURPOSE
1. The purpose of this paper is to ask the Council of Governors to approve the draft Governor’s Handbook (see Appendix A).
BACKGROUND
2. The draft Governor’s Handbook was shared with Governors at the inaugural Council meeting in May 2016. Throughout the Constitution references are made to documents which can be developed in order to explain to governors how they can discharge their statutory duties. These can be in the form of role descriptions or procedures which define how a role can be undertaken.
3. Although the initial intention was to form a working group to review this document, I’m now asking the Council to approve the document, with the provision that the Council can consider changes at its meetings, based on the recommendations of the committees / working groups being established or the Trust Secretary.
CONTENTS
4. The Handbook consists of six main sections, but these may be added to as the document develops, these section are
• Section 1 – Purpose • Section 2 – Code of Conduct for Governors (which has already been approved) • Section 3 – Accountability Framework – which explains what each statutory
duty is, why it needs to be done, how the responsibility can be discharged, when it needs to be done and (if appropriate) what information is required
• Section 4 – Procedures to Discharge Responsibilities – a range of procedures in respect of appointing / removing the Chair, non-executive directors, the auditor and for removing governors
Agenda Item No: D3
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• Section 5 – the terms of reference for the Council of Governors, plus for other meetings as and when they are established
• Section 6 – Role Description for both governors and the lead governor.
NEXT STEPS
5. If approved, the attached Handbook will have all references to draft removed and issued as Version 1.
RECOMMENDATION
6. The Council of Governors is asked to:
a) approve the Governor’s Handbook.
ANDY MEADOWS TRUST SECRETARY
Agenda Item : D3 – Appendix A
GOVERNOR’S HANDBOOK
DRAFT Draft Version 1
Striving for Perfect Care
Agenda Item : D3 – Appendix A
GOVERNOR’S HANDBOOK Further information about this document:
Document name Governor’s Handbook
Document summary
This document provides information to members of the Council of Governors about their role and responsibilities,
together with procedures and terms of reference to help the Council discharge its responsibilities
Author(s)
Contact(s) for further information about this document
Copies of this document are available from the Author(s) and
via the trust’s website
Mersey Care NHS Foundation Trust Trust Offices
V7 Building Kings Business Park
Prescot Merseyside
L34 1PJ Trust’s Website www.merseycare.nhs.uk
To be read in conjunction with Mersey Care’s Foundation Trust Constitution This document can be made available in a range of alternative formats including
Draft Version 1 Tabled for discussion at Council meeting on 6 May 2016 4 May 2016 Requested approval at the Council meeting on 16 June 2016 16 June 2016
SUPPORTING STATEMENTS – this document should be read in conjunction with the following statements:
SAFEGUARDING IS EVERYBODY’S BUSINESS
All Mersey Care NHS Foundation Trust employees have a statutory duty to safeguard and promote the welfare of children and vulnerable adults, including: • being alert to the possibility of child/vulnerable adult abuse and neglect through their
observation of abuse, or by professional judgement made as a result of information gathered about the child/vulnerable adult;
• knowing how to deal with a disclosure or allegation of child/adult abuse; • undertaking training as appropriate for their role and keeping themselves updated; • being aware of and following the local policies and procedures they need to follow if they
have a child/vulnerable adult concern; • ensuring appropriate advice and support is accessed either from managers,
Safeguarding Ambassadors or the trust’s safeguarding team; • participating in multi-agency working to safeguard the child or vulnerable adult (if
appropriate to your role); • ensuring contemporaneous records are kept at all times and record keeping is in strict
adherence to Mersey Care NHS Foundation Trust policy and procedures and professional guidelines. Roles, responsibilities and accountabilities, will differ depending on the post you hold within the organisation;
• ensuring that all staff and their managers discuss and record any safeguarding issues that arise at each supervision session
EQUALITY AND HUMAN RIGHTS
Mersey Care NHS Foundation Trust recognises that some sections of society experience prejudice and discrimination. The Equality Act 2010 specifically recognises the protected characteristics of age, disability, gender, race, religion or belief, sexual orientation and transgender. The Equality Act also requires regard to socio-economic factors including pregnancy /maternity and marriage/civil partnership.
The trust is committed to equality of opportunity and anti-discriminatory practice both in the provision of services and in our role as a major employer. The trust believes that all people have the right to be treated with dignity and respect and is committed to the elimination of unfair and unlawful discriminatory practices.
Mersey Care NHS Foundation Trust also is aware of its legal duties under the Human Rights Act 1998. Section 6 of the Human Rights Act requires all public authorities to uphold and promote Human Rights in everything they do. It is unlawful for a public authority to perform any act which contravenes the Human Rights Act.
Mersey Care NHS Foundation Trust is committed to carrying out its functions and service delivery in line the with a Human Rights based approach and the FREDA principles of Fairness, Respect, Equality Dignity, and Autonomy
CONTENTS
Mersey Care – Governor’s Handbook Version No: 1.0 (Draft) Page 1
CONTENTS
Section Subject Version No
1 Purpose of this Handbook Draft V1
2 Code of Conduct for Governors Draft V1
3 Accountability Framework for the Discharge of Council of Governors Statutory Duties and Responsibilities
Draft V1
4 Procedures for the Discharge of Responsibilities -
4A Procedure for the Appointment or Re-appointment of the Chair of the Board of Directors
Draft V1
4B Procedure for the Removal of the Chair of the Board of Directors Draft V1
4C Procedure for the Appointment or Re-appointment of Non-Executive Directors
Draft V1
4D Procedure for the Removal of Other Non-Executive Directors Draft V1
4E Procedure to Decide the Remuneration and Allowances, and Other Terms and Conditions of Office, of the Chair and Non-Executive Directors
Draft V1
4F Procedure to Approve the Appointment of the Chief Executive Draft V1
4G Procedure for Appointment or Re-appointment of the Trust’s Auditor Draft V1
4H Procedure for the Removal of the Auditor Draft V1
4I Procedure for the Removal of a Governor Draft V1
5 Council, Committee and Working Groups Terms of Reference -
5A Council of Governors Terms of Reference Draft V1
6 Role Descriptions -
6A The Role of the Governor Draft V1
6B The Role of the Lead Governor Draft V1
SECTION 1 Purpose of this Handbook
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1 PURPOSE OF THIS HANDBOOK
1.1 This handbook is intended as a reference document for governors. As such it contains a range of different papers which help explain to governors how they may discharge their responsibilities. With the exception of the code of conduct for governors, this handbook will be developed jointly between the governors and the trust secretary (and the corporate governance team). The handbook has been designed so that individual sections may be updated and replaced where necessary – as such each page has a header which clearly describes the contents of that particular section whilst the footer includes a version number.
1.2 In line with good practice for all corporate governance arrangements, the handbook will be subject to an annual review led by the trust secretary.
SECTION 1 Purpose of this Handbook
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SECTION 2 Code of Conduct for Governors
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2 CODE OF CONDUCT FOR GOVERNORS
INTRODUCTION
2.1 This code of conduct sets out the standards and behaviour that Mersey Care NHS Foundation Trust (hereafter referred to as “Mersey Care”) expects from the council of governors (individually and collectively) when acting on behalf of, or representing, the Trust.
2.2 This code of conduct should be read in conjunction with:
(a) the NHS foundation trust’s constitution and licence
(b) the NHS foundation trust’s policy and procedures covering conflicts of interest, anti-money laundering and anti-bribery, the declaration, acceptance and refusal of gifts and hospitality
(c) NHS Improvement’s (formerly Monitor) NHS Foundation Trust Code of Governance, and Your statutory duties: A reference guide for NHS foundation trust governors;
(d) the NHS Constitution.
WHY WE HAVE A CODE OF CONDUCT
2.3 The board of directors of Mersey Care has ultimate responsibility for all actions carried out by staff and committees throughout the Trust’s activities. This responsibility includes the stewardship of vast public resources and the provision of healthcare services to the community.
2.4 The board of directors is therefore determined to ensure the organisation inspires confidence and trust amongst its patients, members, staff, partners, funders and suppliers by demonstrating integrity and avoiding any potential or real situations of undue bias or influence in the decision-making of the Trust.
2.5 The council of governors has an integral role in supporting the board of directors in promulgating those values and visions to members, patients and the public, and embedding them within the work of the Trust.
2.6 The constitution of Mersey Care makes provision for governor elections, the appointment of members, practice and procedure of governors, and ultimately the removal of governors. This code of conduct complements the Trust’s constitution.
APPOINTMENT AND TENURE
2.7 The council of governors is comprised of representatives elected from, and by, the service user and carer membership, the public membership and the staff membership, as well as those appointed from local partner organisations such as a local authority, a local voluntary organisation, a local clinical commission group, a university which trains healthcare staff and from NHS England. Appointments run for three years, after which period the governor may be able to stand for re-election. A governor must be a member of the foundation trust in order to stand for election or appointment.
SECTION 2 Code of Conduct for Governors
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2.8 The council of governors represent the interests of all NHS foundation trust members, not just the constituency that elected, or external body that appointed, individual governors.
INDUCTION AND TRAINING
2.9 In order for governors to be effective in performing their legal duties and responsibilities, it is essential that individual governors, and the council as a whole, are aware of the nature of the work of the Trust and its operating environment. In order to prepare and support governors, Mersey Care will provide a comprehensive induction and ongoing development opportunities. Individual governors are invited to speak to the chairman and/or trust secretary about any further information or training needs.
2.10 Governors are expected to attend induction and training programmes, given reasonable notice, in line with any individual or collective requirements identified by the governor or the periodic council performance appraisal.
2.11 In a manner yet to be determined the council of governors are expected to undertake a performance appraisal exercise to assess the skills set available to the Trust and to identify areas for future development and training. This process will be led by the chairman.
ROLE AND FUNCTION OF GOVERNORS
2.12 The Trust will provide governors with guidance outlining their specific role and responsibilities. In fulfilling their general roles and responsibilities individual governors must:
(a) adhere to the Trust’s rules and policies, including the constitution, standing orders and standing financial instructions, and support its objectives, in particular those relating to NHS foundation trust status and developing a successful Trust;
(b) act in the best interests of the Trust at all times;
(c) contribute to the working of the council of governors in order for it to fulfil its role and functions as defined in the constitution;
(d) recognise that their role is a collective one;
(e) support and assist the chief executive, as the ‘accounting officer’ (i.e., the Chief Executive), in his/her responsibility to answer to NHS Improvement, commissioners and the public.
CONFLICTS OF INTEREST
2.13 The council has a legal obligation to act in the best interests of Mersey Care and in accordance with the Trust’s constitution and licence, and to avoid situations where there may be a potential, real or perceived, conflict of interest.
SECTION 2 Code of Conduct for Governors
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2.14 Governors should not use their position for personal advantage or seek to gain preferential treatment. Governors should be aware of, and act in accordance with, the Trust’s policy and procedures on identifying and managing conflicts of interest.
2.15 Upon appointment, and at least annually, governors are invited to complete a declaration of interests form. This document must also be updated where a material change occurs. A register of interests will be maintained by the trust secretary, and will be made available to the public, in line with the Trust’s standards of business conduct policy.
2.16 Failure by a governor to declare an interest, real or perceived, could result in the complaints process being instigated by the Trust. Depending on the circumstances and severity of the conflict, this may result in the governor being removed from office.
STANDARDS OF CONDUCT
2.17 Governors are required to adhere to the highest standards of conduct in the performance of their duties. This code of conduct respects and endorses the seven principles of public life promulgated by the Nolan Committee and all governors are encouraged to perform their duties in accordance with them. The seven principles are:
(a) selflessness;
(b) integrity;
(c) objectivity;
(d) accountability;
(e) openness;
(f) honesty;
(g) leadership.
2.18 In performing their roles and responsibilities, governors are encouraged to:
(a) value fellow governors, even when there are differences in opinion;
(b) be mindful of conduct which could be deemed to be unfair or discriminatory;
(c) conduct themselves in a manner which reflects positively on the Trust when attending external meetings or any other events;
(d) seek to ensure that the membership of the constituency, or partner organisation, that elected/appointed them are properly informed and that their views are fed back to the Trust; and
(e) take account of the CARE standards which are included in the Trust’s staff charter (see overleaf)
SECTION 2 Code of Conduct for Governors
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STAFF CHARTER Care has always been at the heart of everything we do. But our ambition is now to deliver Perfect Care and become the world’s leading organisation in mental health, addition and learning disabilities. Our Staff Charter is designed to help guide us there.
Created by our staff, for our staff, and built around the needs of our service users, patients and carers, it highlights what’s expected of you and what you can expect from the Trust in return; Perfect Care. The future of care is in our hands, let’s work together to ensure this is world class
WHAT I CAN EXPECT FROM
THE TRUST
WHAT THE TRUST CAN EXPECT FROM ME
CONTINUOUS
IMPROVEMENT
Opportunities and support to continually improve the
quality of mental health and learning disability services
To contribute to improving the quality of care services, to prioritise the recovery and wellbeing of our patients and service users through great teamwork and partnerships
ACCOUNTABILITY
The resources to enable me to deliver the best quality
care services, and the support to maintain my
wellbeing, excel at work and challenge concerns
To take ownership for the delivery of the highest quality care and to challenge poor practice and inappropriate behaviour
RESPECT
A culture focused on person centred care, free from
discrimination and harassment where my contribution is valued
To value difference and individuality, to show care, empathy and respect for my colleagues, patients, services users and carers
ENTHUSIASM
A rewarding job which makes a difference to the
lives of our patients, services users, their families and our
wider community
To take pride in my work and in our Trust, to genuinely care about my team and working together to make a difference
2.19 All governors are expected to understand, agree and promote the Trust’s equality
and human rights policy in every area of their work. The council’s activities should not prejudice any part of the community on the grounds of age, disability, gender reassignment, pregnancy and maternity, race, religion or belief, sex or sexual orientation.
2.20 Any actual or perceived prejudicial action, views or comments shall be investigated and dealt with in line with the complaints procedure and could result in the governor being removed from office.
SECTION 2 Code of Conduct for Governors
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STAKEHOLDER ENGAGEMENT
2.21 Governors are accountable to the membership. In order to demonstrate their accountability governors are encouraged to attend events and provide opportunities to meet, talk and listen to the members, partner organisations they represent, and the public, in order to best understand their views and concerns.
2.22 Governors should be fully aware of their representative functions and should not become personally involved in patient or public matters that ought to rightly be handled by the appropriate member of Trust staff. Governors are advised to act as a conduit for forwarding public comments and concerns to the appropriate staff member, when presented with a complaint from a member, patient or the general public.
VISITING THE TRUST
2.23 In fulfilling their core duties and responsibilities, governors will be expected to visit Trust property. For activities other than attending council meetings or member events organised by the Trust, governors are requested to follow the procedure below:
(a) for group visits, arrangements will be discussed and agreed between the chair and trust secretary, in liaison with appropriate directors and managers;
(b) for individual visits, the governor should speak directly to the trust secretary.
2.24 The Trust will make every effort to accommodate the request of the governor, but may not always be able to agree to specific dates, times or site visits.
2.25 Personal, non-governor related visits to Trust property are not covered by this procedure
EXPENSES
2.26 The position of governor is unremunerated, though reasonable out-of-pocket expenses are paid. Please refer to Mersey Care’s policy on governor expenses and how to claim for reimbursement for costs incurred on behalf of the Trust.
2.27 Further information about expenses can be gained by speaking directly to Corporate Governance Team.
MEETINGS
2.28 Governors have a responsibility to attend meetings of the council of governors. When this is not possible they should submit an apology to the trust secretary in advance of the meeting. Governors are expected to attend for the duration of each meeting.
2.29 Absence from the council of governors meetings without good reason established to the satisfaction of the council could result in the individual governor being removed from office.
SECTION 2 Code of Conduct for Governors
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2.30 Non-attendance three consecutive meetings will result in the governor being deemed to have resigned their position, unless the grounds for absence are regarded as satisfactory by the council of governors.
2.31 If a governor would like to submit an item for inclusion in the council’s agenda, they should forward their request to the trust secretary at least [14] working days before the meeting. Late items of an urgent nature may be added to the list of any other business, at the discretion of the chairman, in discussion with the trust secretary.
2.32 Meetings of the council shall be held in public, and in accordance with the standing orders. The council of governors may decide to hold all or part of a meeting in private in such circumstances where confidential or sensitive information needs to be discussed.
BOARD AND COUNCIL INTERACTION
2.33 The council of governors may invite any or all of the board of directors to attend council meetings. Such invitations will be agreed by the chairman and facilitated by the trust secretary.
2.34 Governors are reminded that the council, board of directors and management have a common purpose: the success of the Trust and the provision of safe and high quality care to the community. As such, governors are encouraged to only use their powers of veto and removal in those circumstances where other forms of discussion and mediation have been used and not proven fruitful.
2.35 Governors should treat the Trust’s directors, other employees and fellow governors with respect and in accordance with the Trust’s policies.
MEDIATION
2.36 A mediation process is available to the council, and individual governors, for use when there has been a breakdown of communication or trust between the governors and directors. Further information should be requested from the chairman or trust secretary.
2.37 Before the mediation process is instigated, the chairman, lead governor and / or senior independent director (as appropriate) should have met in an attempt to resolve the matter.
NHS IMPROVEMENT (FORMERLY KNOWN AS MONITOR)
2.38 In general, formal contact with the NHS Improvement (Monitor) will be via the chairman, chief executive or trust secretary, as appropriate.
2.39 This does not prevent the council nominating another governor to act as the lead governor for communications with the regulator in such instances when the usual communication line is inappropriate.
SECTION 2 Code of Conduct for Governors
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CONFIDENTIALITY
2.40 All governors are required to respect the confidentiality of the information they are exposed to as a result of their membership of the council. As a member representative, sometimes dealing with difficult and confidential issues, governors are required to act with discretion and care in the performance of their role.
2.41 Governors should only speak to the media with the express permission of the chief executive or the trust secretary. In situations concerning potential whistleblowing matters, governors are encouraged to adhere to the Trust’s raising concern at work policy to resolve the matter, in the first instance.
2.42 Any allegations of breaches of confidentiality will be investigated under the complaints policy and could result in the removal of any governor involved in such a breach. This does not include protected disclosures as defined in the Public Disclosure Act 1998. Further information regarding whistleblowing can be found in the Trust’s raising concern at work policy or by speaking to the trust secretary.
CEASING TO BE A GOVERNOR
2.43 Governors must continue to comply with the qualifications required to hold public office throughout their period of tenure, as defined in the willingness to serve declaration. Any changes that would render the governor ineligible to serve must be forwarded to the trust secretary.
2.44 As previously mentioned, failure to attend three consecutive meetings may result in the governor being deemed to have resigned their position unless the grounds for absence are deemed to be satisfactory by the council of governors.
2.45 A governor may resign their office ahead of their tenure by writing to the trust secretary. Depending on the reasons and circumstances of the resignation, the chairman may decide to formally record those particulars in the minutes of the next council meeting.
CODE NON-COMPLIANCE
2.46 In addition to this code of conduct, a complaints policy operates to cover allegations made against governors that appear to breach the spirit of the code or specific conditions of service. Ideally any penalties for non-compliance would never need to be applied.
2.47 Non-compliance with the code of conduct may result in action being taken as follows:
(a) where misconduct takes place, the chairman may be authorised to take such action as may be immediately required, including the exclusion of the person concerned from a meeting;
SECTION 2 Code of Conduct for Governors
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(b) where such misconduct is alleged, it shall be open to the council of governors to decide, by simple majority of those in attendance, to lay a formal charge of misconduct. In such instances it will be the responsibility of the council of governors to:
(i) inform the governor in writing of the nature of the allegation of the breach, detailing the specific action or behaviour considered to be detrimental to the Trust, and inviting and considering their response within a defined timescale,
(ii) inviting the governor to address the council in person if the matter cannot be resolved satisfactorily through correspondence,
(iii) deciding, by simple majority of those present and voting, whether to uphold the charge of the breach and conduct detrimental to the Trust,
(iv) impose such sanctions as shall be deemed appropriate. Sanctions will range from the issuing of a written warning as to the governor’s future conduct and consequences, and the removal of the governor from office;
(c) where the council cannot agree on a course of action in a situation that is deemed detrimental to the Trust, the Trust has the power to remove the governor.
2.48 Further information regarding any aspects of this code of conduct can be requested from the trust secretary.
SECTION 3 Accountability Framework
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3 ACCOUNTABILITY FRAMEWORK FOR THE DISCHARGE OF COUNCIL OF GOVERNOR STATUTORY DUTIES AND RESPONSIBILITIES
INTRODUCTION
3.1 The accountability framework outlines each of statutory and governance roles of the council of governors and for each role explains
(a) why the council needs to do this;
(b) how the council can discharge this role;.
(c) when it needs to be done; and
(d) where appropriate, what information is required to support the council
Role of CoG (What)
Appoint or re-appoint the Chair of the Board of Directors
Purpose (Why)
The Chair is responsible for the leadership of the Board of Directors and hence the overall direction and success of the Trust. The effectiveness of the Council of Governors in holding the Board of Directors to account depends on a good working relationship with the Chair. Governors therefore have a responsibility to ensure that the Chair has the appropriate skills and experience required to lead the Board of Directors and the Council of Governors.
Discharge of the role (How)
The Council of Governors will: 1) Approve the Procedure for the Appointment of the Chair of the Board
of Directors. 2) Establish a Nominations Committee to be chaired by the Chair of
Board of Directors (or Deputy/SID where the appointment of the Chair is being considered) and to include one appointed governor and two elected public governors. The work of the Committee will be supported by the Chief Executive, the Trust Secretary and an HR specialist.
3) Delegate to the Nominations Committee the establishment of an appointments procedure which is transparent, rigorous, objective, fair and in line with natural justice for the recruitment and selection of the Chair of the Board of Directors.
4) Delegate to the Nominations Committee the responsibility to identify a shortlist of appointable candidates and make a recommendation for appointment in line with the procedure outlined in Section 4A.
5) Consider and, if thought fit, approve the appointment of a Chair on the recommendation of the Nominations Committee subject to a vote carried by the majority of the Council of Governors attending the meeting.
…./continued
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Role of CoG (What)
Appoint or re-appoint the Chair of the Board of Directors (cont’d)
(When) On the resignation, retirement or removal of the existing Chair or within six months of the expiry of the current term of office for the existing Chair of the Board. A new Chair of the Board should be appointed in a timely manner to ensure full and meaningful handover from the existing Chair.
Information needs
Council of Governors • Approved procedure for the Appointment of the Chair of the Board of
Directors for information. • Up to date Terms of Reference for the Nominations Committee for
information. • Assurance Report from the Nominations Committee confirming that
the procedure has been properly applied leading to a recommendation for approval for assurance.
Council of Governors Nomination Committee • Report on the performance of the current Chair in the preceding
review year(s) and an update since the last review date (in circumstances where the Committee is considering the re-appointment of the current Chair of the Board of Directors) for information.
• Recommendation from the Board of Directors on the generic and specific competencies/qualities/background and experience necessary in a Chair for the next stage of the organisations development for information.
• Advice and recommendation from the Board of Directors in relation to an appropriate role description for the Chair of the Board of Directors for information.
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Role of the CoG’s (what)
Remove the Chair of the Board of Directors
Purpose (Why)
The performance of the Chair of the Board of Directors has a significant effect on the overall performance and reputation of the Trust. Where the actions or omissions of the Chair of the Board of Directors could lead to a deterioration in either performance or reputation, the Council of Governors has a responsibility to take appropriate action whilst also ensuring a fair and measured response
Discharge of the role (How)
The Council of Governors will: 1) Approve a procedure for the resolution of disputes and concerns
between the Board of Directors and the Council of Governors. 2) Approve a procedure for the instigation of a Vote of No Confidence in
the Chair of the Board of Directors 3) Delegate to the Nominations Committee the responsibility to
investigate and consult widely on the circumstances leading to the vote of no confidence and to produce a full report to a meeting of the Council of Governors convened for the purpose of considering the removal of the Chair (in line with the procedure outlined in Section 4B).
4) Receive a motion to remove the Chair of the Board of Directors from a serving member of the Council of Governors supported by no fewer than ten serving Governors.
5) Consider and if thought fit, approve the removal of the Chair of the Board of Directors subject to a vote of the Council of Governors carried by three quarters of the members of the whole Council.
(When) On receipt by the Trust Secretary of a motion for a vote of no confidence in the Chair of the Board of Directors or indication that such a vote is likely to be presented.
Information Needs
• Recommendation from the Trust Secretary in relation to required changes in procedures to reflect good governance practice for information.
• Report of the Nominations Committee into the investigation of circumstances leading to a vote of no confidence for information.
• Assurance Report from the Nominations Committee confirming that the procedure has been properly applied leading to a recommendation for approval for assurance.
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Role of the CoG’s (what)
Appoint the other Non-Executive Directors
Purpose (Why)
Governors have a responsibility to ensure that Non-Executive Directors provide the independence and balance to the executive element of the Board of Directors and that they are both fit and proper persons to be appointed to a Foundation Trust having the appropriate qualifications, skills and experience to complement the Board and meet the likely challenges for the foreseeable future of the Trust.
Discharge of the role (How)
The Council of Governors will: 1) Approve the policy for the appointment of Non-Executive Directors 2) Establish a Nominations Committee to be chaired by the Chair of the
Board of Directors and to include one appointed governor and two elected public governors. The work of the Committee will be supported by the Chief Executive, the Trust Secretary and an HR specialist.
3) Delegate to the Nominations Committee the establishment of an appointments procedure which is transparent, rigorous, objective, fair and in line with natural justice for the recruitment and selection of Non-Executive Directors.
4) Delegate to the Nominations Committee the responsibility to identify a shortlist of appointable candidates and make a recommendation for appointment in line with the procedure outlined in Section 4C.
5) Consider and, if thought fit, approve the appointment of the Non-Executive Director on the recommendation of the Nominations Committee subject to a vote carried by the majority of the Council of Governors attending the meeting.
(When) To fill a vacancy on the resignation, retirement or removal of an existing Non-Executive Director or within six months of the expiry of the current term of office for an existing Non-Executive Director.
Information Needs
Council of Governors • Recommendation from the Trust Secretary in relation to changes to
the procedure for the Appointment of Non-Executive Directors for information.
• Up to date Terms of Reference for the Nominations Committee for information.
• Assurance Report from the Nominations Committee confirming that the procedure has been properly applied leading to a recommendation for approval for assurance
• Confirmation that the Board of Directors meets the criteria that the majority of the Board are non-executive for assurance.
…./ continued on the next page
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Role of the CoG’s (what)
Appoint the other Non-Executive Directors (cont’d)
Information Needs (cont’d)
Council of Governors Nomination Committee • Approved procedure for the appointment/re-appointment of Non-
Executive Directors for information. • Report on the performance in the preceding review year and an
update since the last review date of any Non-Executive Directors whose term of office is due to expire within the next six months and who has indicated their intention to stand for re-appointment for a further term of office for information.
• Recommendation from the Board of Directors on the generic and specific competencies/qualities/background and experience necessary to complement the existing Board skill and experience base for the next stage of the organisations development for information.
• Recommendation from the Board of Directors in relation to an appropriate role description for a Non-Executive Director for information.
• Annual report of the Chair on the competency of the Board of Directors for assurance.
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Role of the CoG’s (what)
Remove the other Non-Executive Directors
Purpose (Why)
Non-Executive Directors form part of the board team and bring a unique set of skills and experience to bear in the decision making process. Any failure in performance individually or as part of the team by a Non-Executive Director could significantly impact the efficiency and effectiveness of the Board of Directors.
Discharge of the role (How)
The Council of Governors will: 1) Approve a procedure for the resolution of disputes and concerns
between the Board of Directors and the Council of Governors. 2) Approve a procedure for the instigation of a Vote of No Confidence in
a named Non-Executive Director. 3) Delegate to the Nominations Committee the responsibility to
investigate and consult widely on the circumstances leading to the vote of no confidence and to produce a full report to a meeting of the Council of Governors convened for the purpose of considering the removal of the Non-Executive Director (in line with the procedure outlined in Section 4D).
4) Receive a formal motion to remove the Non-Executive Director from a serving member of the Council of Governors supported by no fewer than ten serving Governors.
5) Consider the report of the Nominations Committee and if thought fit, approve the removal of the Non-Executive Director subject to a vote of the Council of Governors carried by three quarters of the members of the whole Council.
(When) On receipt by the Trust Secretary of a motion for a vote of no confidence in a Non-Executive Director or indication that such a vote is likely to be presented.
Information Needs
• Advice from the Trust Secretary in relation to required changes in procedures to reflect good governance practice for information.
• Report of the Nominations Committee into the investigation of circumstances leading to a vote of no confidence for information.
• Assurance Report from the Nominations Committee confirming that the procedure has been properly applied leading to a recommendation for approval for assurance.
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Role of the CoG’s (what)
Decide the remuneration and allowances, and other terms and conditions of office, of the Chair and other Non-Executive Directors
Purpose (Why)
It is the responsibility of the Governors to ensure that the Trust can attract and retain individuals of the right calibre and experience to serve on the Board of Directors in the capacity of non-executive directors (including the Chair). Remuneration, allowances and other terms and conditions of office are integral to this. In setting levels of remuneration and allowances Governors should strike the right balance between motivating and attracting the right candidates and ensuring value for money to the Trust.
Discharge of the role (How)
The Council of Governors will: 1) Establish a Nominations Committee of the Council of Governors to
review and make recommendations to the full Council on the appropriate levels of remuneration, allowances and other terms office (in line with the procedure outlined in Section 4E).
2) Consider the recommendations of the Nominations Committee and approve changes to existing levels of remuneration, allowances and terms of office or the introduction of new arrangements as appropriate.
(When) As required on the occurrence of a new appointment or change in the role, person specification or market conditions with an Annual review in May / June
Information needs
Council of Governors • Advice from the Trust Secretary in relation to changes in good governance
process relating to the determination of remuneration and other terms of office for Non-executive Directors, including the Chair for information.
• Up to date Terms of Reference for the Nominations Committee for information.
• Assurance Report from the Nominations Committee confirming that the Committee’s Terms of Reference have been properly applied leading to a recommendation for approval for assurance.
Council of Governors Remuneration Committee • Comprehensive independent review of Non-Executive Director (including the
Chair of the Board of Directors) market rates of remuneration and associated terms including relevant benchmark information, as required but at least every three years for information.
• Annual report from the HR department providing background information on relevant sector and benchmark cost of living increases for information.
• Ad hoc reports from the Chair of the Board of Directors (or Deputy/Senior Independent Director in the case of the role of the Chair) relating to significant changes to individual or generic role descriptions/responsibilities or time commitment for Non-Executive Directors (including the Chair of the Board of Directors) for information.
• Ad hoc reports from the Nominations Committee relating to identification of issues leading to inability/difficulties in the effective recruitment of Non-Executive Directors (including the Chair of the Board of Directors) for information.
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Role of the CoG’s (what)
Approve the Appointment of the Chief Executive
Purpose (Why)
The Chief Executive leads the organisation and is responsible for ensuring the delivery of the strategy and operational performance as well as setting the tone and culture of the organisation. The identification of an appointable candidate is a matter for the Chair and Non-Executive Directors however the Council of Governors are required to approve the appointment to ensure that a fair and robust process has been followed which has resulted in the recommendation of a candidate capable of meeting the requirements of the role and serving the best interests of the Trust.
Discharge of the role (How)
The Council of Governors will: 1) Consider the report of the Board of Directors’ Nominations Committee
giving details of the process undertaken to identify an appointable candidate and how the relevant law and guidance has been incorporated into the process together with a firm recommendation from the Board of Directors for appointment of a candidate (in line with the procedure outlined in Section 4F).
2) At a general meeting of the Council of Governors, approve the appointment of the proposed candidate as Chief Executive.
3) In exceptional circumstances where the Council of Governors has valid reasons not to approve the proposed candidate, veto the appointment providing a written report to the Chair and Non-Executive Directors containing sound reasons (including legally sound) for withholding approval. [Note: It is incumbent on the Board of Directors and the Council of Governors to break any deadlock that may arise over subsequent attempts to approve a Chief Executive]
(When) At a full general meeting of the Council of Governors following the decision to appoint a new Chief Executive. It may be necessary to hold a special meeting of the Council to accommodate a timely appointment.
Information Needs
• Report of the Board of Directors Remuneration Committee recommending an appointable candidate and providing assurance as to the process adopted in the recruitment exercise and adherence to the agreed procedures for assurance.
• Details of the appointable candidates for information. • Report of the Trust Secretary containing appropriate legal advice in
circumstances where the Council of Governors is minded not to approve the recommended appointment for assurance.
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Role of the CoG’s (what)
Appoint the Trust’s Auditor
Purpose (Why)
The Auditor has statutory duties in auditing the accounts of the Trust. It is the responsibility of the Council of Governors to ensure that a suitably qualified and appropriately experienced individual or firm is appointed in order to effectively and efficiently discharge the responsibility, and that the performance of the Auditor meets the required standard of the Code of Audit Practice.
Discharge of the role (How)
The Council of Governors will: 1) Approve on the recommendation of the Audit Committee, the criteria
for the appointing, re-appointing or removing auditors (in line with the procedure outlined in Section 4G).
2) Following the completion of the annual audit, consider the Annual Report of the Audit Committee on the work of the Auditor and the level of fees charged with a view to receiving assurance on the performance of the Auditor.
3) If required, establish a working group to liaise with the Audit Committee to agree the process for the nomination of a new auditor or the re-appointment of the existing auditor.
4) Approve, on the joint recommendation of the Audit Committee and the Council of Governors working group, the appointment or re-appointment of the Auditor.
5) Approve, on the recommendation of the Audit Committee, the terms of engagement for the appointed Auditor
6) Ensure that the Trust reports on the appointment process and outcome in its Annual Report.
(When) Annually after completion of the annual audit or as appropriate on expiry of the current Auditor’s term of engagement or where there are concerns about the performance of the Auditor which give rise to a recommendation to remove the Auditor.
Information Needs
• Report of the Audit Committee recommending the appointment/re-appointment of External Auditor including assurance in relation to the process adopted for review/evaluation for assurance.
• Annual Assurance Report of the Audit Committee of the Board of Directors for assurance.
• Annual Report of the Auditor for assurance.
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Role of the CoG’s (what)
Remove the Trust’s Auditor
Purpose (Why)
The Auditor has a significant independent role in the monitoring of performance of the Foundation Trust; hence the removal of the Auditor must be considered a very serious step. It is the responsibility of the Council of Governors to ensure that the removal of the Auditor is warranted and appropriate and that in doing so a rigorous and transparent process is followed.
Discharge of the role (How)
The Council of Governors will; 1) Receive a proposal to consider the removal of the Auditor (in line with
the procedure outlined in Section 4H). 2) Require the Audit Committee to investigate the performance of the
Auditor and prepare a report on their findings for submission to the Council of Governors.
3) Consider the report of the Audit Committee together with the response of the Auditor in relation to any allegations made.
4) In a full general meeting of the Council of Governors, on the basis of the information received call a vote for the removal of the Auditor and, subject to the vote being carried by a majority of the Council of Governors present and voting, approve the removal of the Auditor.
5) If carried require the Chair of the Board of Directors to notify NHS Improvement (Monitor) as required.
6) Ensure that the Trust reports on the removal of the Auditor in its Annual Report.
7) Immediately instigate the process for the appointment of a new Auditor. [Note: the Trust must have an Auditor appointed]
(When) As required on receipt by the Trust Secretary of a proposal to consider the removal of the Auditor.
Information Needs
• Approved procedure for the appointment/removal of Auditors for information.
• Report of the Audit Committee on the findings of the investigation into the circumstances leading to a proposal to remove the Auditor for information.
• Report of the Auditor containing the response to the Audit Committees findings and recommendations for information.
• Annual and exception reports of the Audit Committee for assurance.
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Role of the CoG’s (what)
Receive the Trust’s Annual Accounts. Auditors Report and Annual Report
Purpose (Why)
The Report and Accounts represent an account of the activity of the Trust in year and a statement on the financial status of the Trust as at the year end. The Council of Governors represent the interests of the membership as a whole and receive the Annual Report and Accounts to assure themselves as to the direction, progress and performance of the Trust and the continuing financial stability and viability of the organisation in order that they can be both a source of assurance and information to the members and also provide feedback to the Board of Directors.
Discharge of the role (How)
The Council of Governors will: 1) Provide input as required or requested by the Board of Directors into
aspects of the Annual Report or the processes that underpin the statements made in the report (e.g.; Quality Report etc.).
2) In a full general meeting, receive the Annual Report and Accounts, together with the Report of the Auditor, and a presentation from the Board of Directors outlining the financial highlights and key messages.
3) Provide feedback to the Board of Directors as appropriate and clarify any points of understanding or fact.
4) Use the understanding of the key messages and information contained in the Report and Accounts to inform stakeholders as opportunity allows.
(When) Following the end of the financial year but not before the Annual Report and Accounts have been laid before Parliament (normally July).
Information Needs
• Governor key message reports to the Council of Governors relating to the work of sub Committees and working groups of the Council of Governors as they relate to the content of the Annual Report for assurance.
• Quarterly financial updates from the Director of Finance for assurance.
• Annual Report of the Audit Committee for assurance. • Quality Account and associated assurance report for assurance.
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Role of the CoG’s (what)
To prepare and from time to time review the composition of the Council of Governors
Purpose (Why)
Subject to the Trusts Constitution and with the agreement of the regulator, the Council of Governors can determine the size of its own governing body which should be in line with good governance practice. The Council of Governors needs to determine the size and composition of its body to ensure that it is effective, efficient and of sufficient size to fulfil the requirements of its duties and represent a balanced and diverse view.
Discharge of the role (How)
The Council of Governors will: 1) Establish a working group to consider the optimum size and
composition of the Governing body as part of a wider review of the effectiveness and efficiency of the Council of Governors.
2) Subject to any requirements to amend the Constitution, approve any proposals for the revision of the composition of the Council of Governors on the recommendation of the working group.
3) If necessary, approve any changes to the Constitution in accordance with due process, arising out of the approved changes to the composition of the governing body.
(When) As determined by the Council of Governors but at least every three years.
Information Needs
• Approved and current copy of the Constitution for information. • Details of the constituencies for public and staff governors and an
exceptions report on any changes to operational geographic boundaries for information.
• Stakeholder map identifying the current and anticipated future key strategic partners of the Trust for information.
• Report from the Trust Secretary providing a justified case for change for information.
• Report on the outcome of the Annual review and evaluation of the individual and collective performance of the Council of Governors for assurance.
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Role of the CoG’s (what)
To prepare and from time to time review the Trust’s policy for the composition of the Non-Executive Directors
Purpose (Why)
Non-Executive Directors bring a set of skills and experience to the Board of Directors that complements the skill base of the executive Directors. From time to time the needs of the board will change as new challenges emerge either from external influence or internal organisational development. This may result in a change in the composition of the Non-Executive Directors. The Council of Governors has a responsibility to test any proposals made in order to ensure that the Board is adequately skilled to discharge its role.
Discharge of the role (How)
The Council of Governors will: 1) Consider and if thought fit approve a proposal from the Chair of the
Board outlining recommendations for change with a supporting rationale and an Action Plan for delivery.
2) Subject to any requirements to amend the Constitution, approve any amendments to the Policy on the composition of the Non-Executive Directors on the recommendation of the Chair of the Board.
3) If necessary, approve any changes to the Constitution in accordance with due process, arising out of the approved changes to the policy on the composition of the Non-Executive Directors.
(When) As determined by the Board of Directors in consultation with the Council of Governors and probably at intervals of every three years.
Information Needs
• Approved and current copy of the Constitution for information. • Skills Needs/Gap Analysis for an appropriate Board structure to meet
the Medium Term objectives of the Trust for information. • Report and recommendation of the Chair of the Board of Directors
relating to any changes to the composition of the Board for assurance.
• Annual report of the Chair on the competency of the Board of Directors for assurance.
• Proposal to Change the Constitution for information.
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Role of the CoG’s (what)
Evaluation of the Council of Governor’s own performance and conduct
Purpose (Why)
To provide assurance that individually and collectively the Council of Governors are able to continue to meet their responsibilities and duties in an effective and efficient manner and in line with current best governance practice.
Discharge of the role (How)
The Council of Governors will: 1) Establish a working group to consider the approach, including the
inclusion of independent assessment, to a fundamental review of the efficiency of the structures and processes of the Council of Governors and the effectiveness of the Council of Governors in discharging its statutory role and other responsibilities.
2) Consider the outcome report of the group, and if thought fit, approve any recommended changes to the method of operating and/or any other action plans arising from the review.
(When) As determined by the Council of Governors but at least annually.
Information Needs
• Report of the Trust Secretary recommending the scope of a periodic review for information.
• Final Report and Recommendations of any working group established for the purpose for assurance.
• Relevant Reports of the Internal/External Auditors relating to the effectiveness and efficiency of governance arrangements as they relate to the Council of Governors for assurance.
• Ad hoc reports relating to changes in accepted good governance practice for information.
• Approved procedure for the annual review and evaluation of the performance of individual Governors contribution for information.
• Annual Report on the individual and collective performance of members of the Council of Governors for assurance.
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Role of the CoG’s (what)
Removal of a Governor
Purpose (Why)
The Council of Governors is made up of individually appointed or elected governors but once appointed the Council discharges its duties and responsibilities corporately. It is therefore the responsibility of the Council of Governors to ensure that all members of the governing body act appropriately, in accordance with the Code of Conduct and in the best interests of the Trust as a whole. The Constitution contains provision for the removal of Governors and the Council of Governors is required to make sure that the processes followed are fair, transparent and in line with the Constitution.
Discharge of the role (How)
The Council of Governors will: 1) In a formal meeting consider a proposal to remove a Governor
presented by the Chair, or another Governor, and which states the grounds for removal in accordance with the provisions of the Constitution (in line with the procedure outlined in Section 3I).
2) Call for a vote to remove the Governor in question 3) Approve the removal of the Governor subject to the vote being carried
by not less than two thirds of the remaining governors present and voting.
4) Require the Trust Secretary to write to the Governor confirming the decision to remove them from office.
(when) As required on notification to the Trust Secretary or the Chair of the Board of the intention to propose a motion to remove a Governor.
Information Needs
• Proposal for the removal of a Governor for information • Response of the Governor for information. • Report of the general performance and conduct of the Governor as
determined by the Procedure for the annual review and performance of Governors contribution for information.
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Role of the CoG’s (what)
Call elections for filling vacancies on the Council of Governors
Purpose (Why)
Governors serve for a fixed period in order to ensure a continual refreshing of ideas and contribution in line with good governance practice. On occasions and for a variety of reasons, some Governors find that they can no longer continue in office. As a result vacancies arise on a regular basis. It is the responsibility of the Council of Governors to ensure that there is a full and active Council of Governors in place.
Discharge of the role (How)
The Council of Governors will: 1) Require the Trust Secretary to instigate the procedure to fill the
unexpired period of the vacancy in accordance with the provisions of the Constitution or the calling of elections in the relevant constituencies where vacancies have arisen in accordance with the provisions of the Model Rules for Election as set out at Annex A of the Constitution as appropriate.
(When) Within 3 months of the vacancy arising or annually as appropriate.
Information Needs
• Approved and current copy of the Constitution for information. • Quarterly review of the Schedule of Governors Terms of Office for
information. • Notification of a Governors resignation/removal from Office for
information. • Assurance Reports on the process for the active recruitment and
appointment of Governors to fill vacancies and the outcome of elections held as necessary for assurance.
Role of the CoG’s (what)
Amend the Constitution
Purpose (Why)
It is the responsibility of the Council of Governors to ensure that the Trust complies with the Constitution. Accordingly it is important to ensure that the document remains current and up to date and that, where applicable, a revised version is lodged with NHS Improvement (Monitor).
Discharge of the role (How)
The Council of Governors will: 1) At a formal meeting, consider a proposal to amend the constitution
based on sound (including legally sound) and valid reasons for the changes.
2) Call for a vote to approve the changes to the Constitution. 3) Approve, subject to the vote being carried by a majority of Governors
present and voting, the amendments to the Constitution.
(When) As required but subject to review at least every three years.
Information Needs
• Quarterly assurance report that the Trust has and continues to comply with its Licence Conditions for assurance.
• Ad hoc reports and supported recommendations for proposals to change the Constitution for consideration for information.
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- SECTION 4A -
PROCEDURE FOR THE APPOINTMENT OR RE-APPOINTMENT OF THE CHAIR OF THE BOARD OF DIRECTORS
INTRODUCTION
1 Governors have a responsibility to ensure the right Chair is in place as the Chair plays a significant active leadership role in the Board of Directors and the Council of Governors. The ability to hold the Board of Directors to account therefore depends on there being good working relationships between the Council of Governors and the Chair.
2 Accordingly, the following procedure sets out the process to be adopted in the discharge of the Council of Governors’ role.
SCOPE AND AUTHORITY
3 This procedure will apply in the following circumstances:
(a) On the impending expiry of the existing Chair’s term of appointment.
(b) On the resignation/retirement of the existing Chair from the Board.
(c) On the removal of the existing Chair from the Board.
4 The authority to appoint or re-appoint a Chair of the Board of Directors rests with the full Council.
5 The Nominations Committee has the delegated authority of the Council of Governors to undertake the process of identification of appointable candidates and to make a firm recommendation to the full Council of Governors on a preferred candidate.
REFERENCE DOCUMENTS:
6 This Procedure should be read in conjunction with the following reference documents:
(a) Trust Constitution;
(b) Code of Governance;
(c) Framework for the Discharge of Governors’ Role and Statutory Duties;
(d) Terms of Reference for the Council of Governors’ Nominations Committee;
(e) Procedure for Appraisal of Chair and Non-Executive Directors
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PROCEDURE
7 In circumstances where the existing Chair’s term of office is due to expire, the Council of Governors’ Nominations & Remuneration Committee will:
(a) Ascertain whether the existing Chair has expressed an interest in standing for re-appointment.
(b) If the existing Chair wishes to stand for re-appointment, ascertain suitability for re-appointment by consultation with the Chief Executive and the SID, including consideration of the outcomes of the last performance appraisal.
(c) Consider whether re-appointment of the existing Chair is in the best interests of the Trust having regard to the principle of board refreshing and renewal as outlined in the Governance Code, and in particular:
(i) the length of term of office already served.
(ii) an assessment of the skill base needed to meet future organisational need
(iii) the potential cost/benefits of an open market competitive recruitment process
(d) Make a recommendation to the Council of Governors whether to re-appoint or not to re-appoint the Chair on expiry of the current term of office, and the length of a new term of office, for reasons including whether it is in the best interests of the Trust to follow an open market recruitment process for which the existing Chair may apply.
8 In circumstances where the existing Chair does not intend to seek re-appointment or where the Council of Governors decides not to re-appoint, the Council of Governors’ Nominations Committee will:
(a) Taking into account the recommendations of the Board of Directors, review and agree the appropriate job description, defining the role and responsibilities, including the time commitment required. The job description to be developed with input from the Chair (where appropriate), the Chief Executive and the Trust Secretary.
(b) Taking into account the recommendations of the Board of Directors, review and agree the appropriate person specification, reflecting on the best skills and experience profile required to meet the current and future aspirational goals of the Trust. The person specification to be developed with input from the Chair, the Chief Executive and the Trust Secretary.
(c) Confirm the level of remuneration and terms and conditions, including the term of office, appropriate to the appointment.
(d) Agree and sign off a written strategy for the recruitment and selection of a new Chair, which reflects the importance of the position and provides a value for money process. It is likely to incorporate seeking advice and support from
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outside agencies including consideration as to methods and fora for advertising any vacancy. Any change to the strategy as a result of market conditions would be approved by the Nominations Committee.
(e) Approve and instigate standardised, equitable and fair interview procedures.
(f) Establish an interview/selection panel comprising the Council of Governors’ Nominations Committee, the Chief Executive and a diverse range of stakeholders, including Non-Executive Directors and Service Users and professional recruitment advice.
(g) Review all applications received and produce a long list of candidates and consult with the professional recruitment agency, seeking their input in the development of a short list of not more than 5 candidates.
(h) The interview selection panel to interview the shortlisted candidates and agree a list of appointable candidates and a preferred candidate.
(i) Present the list of appointable candidates and a clear recommendation on the preferred candidate and term of office to the full Council of Governors for discussion and review at a formal meeting, together with a report summarising the process, selection criteria used, description of how and to what extent each candidate met the criteria and their relative strengths and weaknesses.
9 The Council of Governors in a formal meeting will:
(a) Review the report and recommendation of the Nominations Committee in accordance with their statutory obligations by considering the issues set out in the report and any other relevant factors. It should be satisfied that all applicable law and guidance has been complied with, that the process followed was legal and appropriate and that the proposed appointee has the right qualities.
(b) In considering the recommendation, the Council of Governors will invite the Senior Independent Director to comment on the recommendation from the perspective of the Board of Directors.
(c) Approve the appointment of a Chair and the effective date of appointment, subject to a vote, carried by the majority of the members of the Council of Governors, in line with the Trust’s Constitution.
(d) Provide input to the Senior Independent Director who will set objectives for the coming year once the appointment is made.
(e) Require the Trust Secretary to disclose the full process in the Annual Report.
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SECTION 4B Removal of Chair Procedure
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- SECTION 4B -
PROCEDURE FOR THE REMOVAL OF THE CHAIR OF THE BOARD OF DIRECTORS
INTRODUCTION
1 The performance of the Chair of the Board of Directors has a significant effect on the performance and reputation of the Trust.
2 Accordingly, the following procedure sets out the process to be adopted in the discharge of the Council of Governors’ role in this respect.
SCOPE AND AUTHORITY
3 This Procedure will apply in the following circumstances:
(a) Alleged gross misconduct of the Chair.
(b) The Chair losing the confidence of the Board of Directors or the Council of Governors
(c) The Trust is in serious breach of its Licence Conditions and the Chair is judged as being accountable and responsible.
(d) As a measure of last resort when all other remedies have been exhausted.
4 The authority to remove the Chair of the Board of Directors rests with the full Council of Governors.
REFERENCE DOCUMENTS
5 This Procedure should be read in conjunction with the following reference documents:
(a) Framework for the Discharge of Governors’ Role and Statutory Duties
(b) Trust Constitution
(c) Code of Governance
(d) Procedure for Resolution of Differences between Trust Board and Council of Governors
PROCEDURE
6 This Procedure should be used only as a last resort, when all other remedies have been exhausted.
7 From time to time issues between the Council of Governors and the Board of Directors (including the Chair) will arise and a formal procedure exists for the resolution of differences and this should be followed in the first instance.
SECTION 4B Removal of Chair Procedure
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8 Where the dispute resolution procedure has not been effective, or where the use of the procedure is not appropriate or proportionate in the circumstances, members of the Council of Governors should indicate the likelihood of a vote of no confidence in the Chair arising from one or more of the circumstances outlined above to the Senior Independent Director or the Trust Secretary.
9 The Senior Independent Director will:
(a) Arrange a meeting between a representative group of the Council of Governors (including the Lead Governor) and the Non-Executive Directors for the purpose of resolving the concerns raised or agreeing an alternative course of action.
(b) Should the concern not be resolved at this meeting, in association with the Lead Governor of the Council of Governors, then a formal meeting will be convened in accordance with Annex C of The Trust’s Constitution for the purpose of a vote of no confidence. The meeting will be chaired by the Deputy Chair of the Board of Directors. The Senior Independent Director will also attend and report the outcome to the Board of Directors.
(c) A Governor, or the Lead Governor on behalf of Governors, will present the issues giving rise to the motion.
(d) The Deputy Chair will call for a vote of no confidence.
(e) If a no confidence or censure vote is carried by a majority of governors, the Lead Governor must directly inform NHS Improvement (Monitor) via the Relationship Manager.
10 In circumstances where a vote of no confidence or censure vote is carried, the Council of Governors’ Nominations Committee (chaired by the Senior Independent Director) will:
(a) Seek legal advice throughout the process.
(b) Instigate an investigation, advice and consultation process with clear time limits and outcomes. The Nominations Committee should ensure that the Council of Governors and the Non-Executive Directors have a full opportunity to put forward their views on the basis of available evidence.
(c) Ascertain on the basis of legal advice whether suspension of the Chair is appropriate and the terms (including the length) of any suspension.
(d) Ask the Trust Secretary to notify the Chair, Chief Executive and Board of Directors in writing of any decisions made in respect of suspension, terms and conditions of the suspension and the rationale behind the decision.
(e) Produce a written report summarising the situation to date for the Council of Governors.
(f) Ascertain that a full and proper process has been followed and, if necessary, formulate a proposal for the removal of the Chair.
SECTION 4B Removal of Chair Procedure
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(g) Provide written reasons for the proposal to the Chair who shall be given the opportunity to respond fully to such reasons. The Chair’s response to be included in a full report to the Council.
(h) Require the Trust Secretary to convene a full meeting of the Council of Governors in accordance with Annex B of the Trust’s Constitution informing members of the purpose of the meeting. The Deputy Chair to act as Chair at the meeting.
(i) Inform the Chief Executive and the Board of Directors.
(j) Present a full report to the Council, detailing the cause of the vote of no confidence, the actions taken to mitigate the situation, the investigation process, the legal position, the Chair’s statement and a summary of the initial meeting between the Council of Governors and the Non-Executive Directors.
11 In considering a proposal for the removal of the Chair at a formal meeting of the Council of Governors, the Council of Governors will:
(a) Clarify any points of fact or doubts about the process and ensure that any deficiencies are remedied before a vote takes place.
(b) Propose a motion for removal of the Chair presented by a Governor and seconded by no fewer than 10 governors, including at least two elected governors and two appointed governors.
(c) Approve the removal of the Chair subject to a vote carried by three quarters of the members of the whole Council of Governors in office at the date of voting.
(d) Require the Trust Secretary to disclose the full reasons for, and process of, removal in the Trust’s Annual Report.
(e) In the event of the removal of the Chair, the Lead Governor of the Council of Governors must inform NHS Improvement (Monitor) of the outcome of the proceedings.
NOTE: If any proposal to remove the Chair is not approved at a meeting of the Council of Governors, no further proposal can be put forward to remove the Chair based upon the same reasons within twelve months of the meeting.
SECTION 4B Removal of Chair Procedure
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SECTION 4C Non-Executive Director Appointment / Re-appointment Procedure
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- SECTION 4C -
PROCEDURE FOR THE APPOINTMENT OR RE-APPOINTMENT OF NON-EXECUTIVE DIRECTORS
INTRODUCTION
1 Governors have a responsibility to ensure that Non-Executive Directors provide constructive challenge, independence and balance to the executive element of the Board of Directors and that they are fit and proper persons for the Trust.
2 Accordingly, the following procedure sets out the process to be adopted in the discharge of the Council of Governors’ role.
SCOPE AND AUTHORITY
3 This Procedure will apply in the following circumstances:
(a) On the impending expiry of an existing Non-Executive Director’s term.
(b) On the resignation of an existing Non-Executive Director from the Board.
(c) On the removal of an existing Non-Executive Director from the Board.
4 The authority to appoint or re-appoint a Non-Executive Director of the Board of Directors rests with the full Council.
5 The Nominations Committee has the delegated authority of the Council of Governors to undertake the process of identification of appointable candidates and to make a firm recommendation to the full Council of Governors on a preferred candidate.
REFERENCE DOCUMENTS
6 This procedure should be read in conjunction with the following reference documents:
(a) Trust Constitution
(b) Code of Governance
(c) Framework for the Discharge of Governors’ Role and Statutory Duties
(d) Terms of Reference for the Council of Governors’ Nominations Committee
PROCEDURE
7 In circumstances where the existing Non-Executive Director’s term of office is due to expire, the Council of Governors’ Nominations Committee will:
(a) Ascertain whether the existing Non-Executive Director has expressed an interest in standing for re-appointment.
SECTION 4C Non-Executive Director Appointment / Re-appointment Procedure
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(b) If the existing Non-Executive Director wishes to stand for re-appointment, ascertain suitability for re-appointment by consultation with the Chair of the Board, including consideration of the outcomes of the last performance appraisal.
(c) Consider whether re-appointment is in the best interests of the Trust, having regard to the principle of Board refreshing and renewal as outlined in the Governance Code, and in particular:
(i) the length of term of office already served, and
(ii) an assessment of the skill base needed for the Board to meet future organisational need.
(iii) the potential cost/benefits of an open market competitive recruitment process.
(d) Make a recommendation to the Council of Governors whether to re-appoint or not to re-appoint the existing Non-Executive Director on expiry of the current term of office, and the length of a new term of office, for reasons including whether it is in the best interests of the Trust to follow an open market recruitment process for which the existing Non-Executive Director may apply.
8 In circumstances where the existing Non-Executive Director does not intend to seek re-appointment, or where the Council of Governors decides not to re-appoint, the Council of Governors’ Nominations & Remuneration Committee will:
(a) Taking into account the recommendations of the Board of Directors, review and agree the appropriate job description, defining the role and responsibilities, including the time commitment required. The job description to be developed with input from the Chair, and the Trust Secretary.
(b) Taking into account the recommendations of the Board of Directors, review and agree the appropriate person specification, reflecting on the best skills and experience profile required to meet the current and future aspirational goals of the Trust. The person specification to be developed with input from the Chair and the Trust Secretary.
(c) Confirm the level of remuneration and terms and conditions, including the term of office, appropriate to the appointment.
(d) Agree and sign off a written strategy for the recruitment and selection of a new Non-Executive Director, which reflects the importance of the position and provides a value for money process. It is likely to incorporate seeking advice and support of outside agencies including consideration as to methods and fora for advertising any vacancy. Any change to the strategy as a result of market conditions would be approved by the Nominations Committee.
(e) Approve and instigate standardised, equitable and fair interview procedures.
SECTION 4C Non-Executive Director Appointment / Re-appointment Procedure
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(f) Establish an interview/selection panel comprising the Council of Governors’ Committee, the Chief Executive and a diverse range of stakeholders, including professional recruitment advice.
(g) Review all applications received and produce a long list of candidates and consult with the independent recruitment agency, seeking their input in the development of a short list of not more than 5 candidates.
(h) Interview selection panel to interview the shortlisted candidates and agree a list of appointable candidates and a preferred candidate.
(i) Present the list of appointable candidates and a clear recommendation on the preferred candidate and term of office to the full Council of Governors for discussion and review at a general meeting, together with a full report summarising the process, selection criteria used, description of how and to what extent each candidate met the criteria and their relative strengths and weaknesses.
9 The Council of Governors in a formal meeting will:
(a) Review the report and recommendation of the Nominations Committee in accordance with their statutory obligations by considering the issues set out in the report and any other relevant factors. It should be satisfied that all applicable law and guidance has been complied with, that the process followed was legal and appropriate and that the proposed appointee has the right qualities.
(b) In considering the recommendation, the Council of Governors will invite the Chair to comment on the recommendation from the perspective of the Board of Directors.
(c) Approve the appointment of a Non-Executive Director and the effective date of appointment subject to a vote, carried by the majority of the Council of Governors, in line with the Trust’s Constitution Annex B.
(d) Require the Trust Secretary to disclose the full process in the Annual Report.
SECTION 4C Non-Executive Director Appointment / Re-appointment Procedure
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SECTION 4D Removal of Non-Executive Director Procedure
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- SECTION 4D -
PROCEDURE FOR THE REMOVAL OF THE OTHER NON-EXECUTIVE DIRECTORS OF THE BOARD
INTRODUCTION
1 The performance of the Board of Directors and that of individual Non-Executive Directors has a significant effect on the performance and reputation of the Trust.
2 Accordingly, the following procedure sets out the process to be adopted in the discharge of the Council of Governors’ role.
SCOPE AND AUTHORITY
3 This Procedure will apply in the following circumstances:
(a) On the alleged gross misconduct of a Non-Executive Director.
(b) On the receipt of a request from the Board of Directors.
(c) As a measure of last resort when all other remedies have been exhausted.
4 The authority to remove a Non-Executive Director from the Board rests with the full Council of Governors.
REFERENCE DOCUMENTS
5 This Procedure should be read in conjunction with the following reference documents:
(a) Framework for the Discharge of Governors’ Role and Statutory Duties
(b) Terms of Reference for the Council of Governors’ Nominations Committee
(c) Trust Constitution
(d) Code of Governance
(e) Procedure for Resolution of Differences between Trust Board and Council of Governors
PROCEDURE
6 This Procedure should be used only as a last resort, when all other remedies have been exhausted.
7 From time to time issues between the Council of Governors and the Board of Directors will arise and a formal procedure exists for the resolution of differences and this should be followed in the first instance.
SECTION 4D Removal of Non-Executive Director Procedure
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8 Where the dispute resolution procedure has not been effective, or where the use of the procedure is not appropriate or proportionate in the circumstances, members of the Council of Governors should indicate the likelihood of a vote of no confidence in the Non-Executive Director arising from one or more of the circumstances outlined above to the Chair (where appropriate); the Senior Independent Director or the Trust Secretary.
9 The Chair will:
(a) Arrange a meeting between a representative group of the Council of Governors (including the Lead Governor) for the purpose of resolving the concerns raised or agreeing an alternative course of action.
(b) Should the concern not be resolved at this meeting then a formal meeting will be convened in accordance with Annex B of the Trust’s Constitution for the purpose of a vote of no confidence.
(c) A Governor, or the Lead Governor on behalf of Governors, will present the issues giving rise to the motion.
(d) The Chair will call for a vote of no confidence.
(e) If a no confidence or censure vote is carried by a majority of governors, the Lead Governor must directly inform NHS Improvement (Monitor) via the Relationship Manager.
10 In circumstances where a vote of no confidence or censure vote is carried the Nominations Committee (supported by the Chair and Trust Secretary) will:
(a) Seek legal advice throughout the process.
(b) Instigate an investigation, advice and consultation process with clear time limits and outcomes. The Nominations Committee should ensure that the Council of Governors and the Non-Executive Directors have a full opportunity to put forward their views on the basis of available evidence.
(c) Ascertain on the basis of legal advice whether suspension of the Non-Executive Director is appropriate and the terms (including the length) of any suspension.
(d) Ask the Trust Secretary to notify the Non-Executive and the Chair in writing of any decisions made in respect of suspension, terms and conditions of the suspension and the rationale behind the decision.
(e) Produce a written report summarising the situation to date for the Council of Governors.
(f) Ascertain that a full and proper process has been followed and, if necessary, formulate a proposal for the removal of the Non-Executive Director.
SECTION 4D Removal of Non-Executive Director Procedure
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(g) Provide written reasons for the proposal to the Non-Executive Director who shall be given the opportunity to respond fully to such reasons. The Non-Executive Director’s response to be included in a full report to the Council.
(h) Require the Trust Secretary to convene a full meeting of the Council of Governors in accordance with Annex 6 of the Trust’s Constitution informing members of the purpose of the meeting.
(i) Inform the Chief Executive and the Board of Directors.
(j) Present a full report to the Council, detailing the cause of the vote of no confidence, the actions taken to mitigate the situation, the investigation process, the legal position, the Non-Executive Director’s statement and a summary of the initial meeting between the Council of Governors and the Non-Executive Directors.
11 In considering a proposal for the removal of a Non-Executive Director at a general meeting of the Council of Governors, the Council of Governors will:
(a) Clarify any points of fact or doubts about the process and ensure that any deficiencies are remedied before a vote takes place.
(b) Propose a motion for removal of the Non-Executive Director presented by a Governor and seconded by no fewer than 10 governors, including at least two elected governors and two appointed governors.
(c) Approve the removal of the Non-Executive Director subject to a vote carried by three quarters of the members of the whole Council of Governors in office at the date of voting.
(d) Require the Trust Secretary to disclose the full reasons for, and process of, removal in the Trust’s Annual Report.
(e) In the event of the removal of the Non-Executive Director, the Vice Chair of the Council of Governors must inform NHS Improvement (Monitor) of the outcome of the proceedings.
NOTE - If any proposal to remove the Non-Executive Director is not approved at a meeting of the Council of Governors, no further proposal can be put forward to remove the Non-Executive Director based upon the same reasons within twelve months of the meeting.
SECTION 4D Removal of Non-Executive Director Procedure
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SECTION 4E Deciding Remuneration, Allowances and Terms & Conditions Procedure
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- SECTION 4E -
PROCEDURE TO DECIDE THE REMUNERATION AND ALLOWANCES, AND OTHER TERMS AND CONDITIONS OF OFFICE, OF THE CHAIR AND NON-EXECUTIVE DIRECTORS
INTRODUCTION
1 Governors have a responsibility to decide on remuneration and allowances and other terms and conditions of office of the Chair and other Non-Executive Directors which strike the right balance between motivating and attracting the right candidates, whilst ensuring value for money.
SCOPE AND AUTHORITY
2 This procedure will apply in the following circumstances:
(a) Prior to appointment of a new Chair or Non-Executive Director in line with the overall appointments process
(b) On-going review process, including the Annual Review. The Annual Review should be a full review every 3 years.
(c) Any perceived change in market conditions or any perceived change in an individual’s responsibilities or their time commitment to the role.
(d) The Council of Governors’ Nominations Committee has the delegated authority of the Council of Governors to recommend to the Council the remuneration of the Chairman and Non-Executive Directors of the Trust.
REFERENCE DOCUMENTS
3 This procedure should be read in conjunction with the following reference documents:
(a) Framework for the Discharge of Governors’ Role and Statutory Duties;
(b) Terms of Reference for the Council of Governors’ Nominations and Remuneration Committee;
(c) Trust Constitution;
(d) Code of Governance;
(e) Procedure for Appraisal of Chair and Non-Executive Directors
SECTION 4E Deciding Remuneration, Allowances and Terms & Conditions Procedure
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PROCEDURE
4 In circumstances where a new Chair or Non-Executive Director is to be appointed the Council of Governors’ Nominations & Remuneration Committee will:
(a) Examine certain factors: time commitment required; responsibilities; terms and conditions available at similar trusts and comparable organisations.
(b) Take advice from the Trust’s HR specialists and professional advice on prevailing terms and conditions.
(c) Seek advice and guidance from other relevant bodies such as the Foundation Trust Network.
(d) Consult with Board Remuneration Committee on matters such as terms and conditions available at comparable organisations, trusted and experienced advisers and relevant performance indicators that may be applicable to both executive and Non-Executive directors.
(e) Establish term of office, responsibilities, remuneration and allowances, including pay and any non-taxable amounts. Location of work, hours of work expected and termination provisions, including notice periods.
(f) Liaise with the Council of Governors, presenting a report and recommendations on remuneration and terms and conditions before a new post is advertised. In circumstances where the recommendation is outside of the current rates paid to Non-Executive Directors in the Trust, then the approval of a revised rate will need to be given by the full Council of Governors in the usual way prior to the appointment being made.
5 In circumstances where there are perceived changes to market conditions, changes to existing terms and conditions or where there is any perceived change in an individual’s responsibilities or their time commitment to the role.
6 The Council of Governors’ Nominations Committee will:
(a) Conduct a review of the individual’s terms and conditions.
(b) Seek external professional advice, particularly legal advice, before changes are proposed.
(c) Consult with Board Remuneration Committee on matters such as terms and conditions available at comparable organisations, trusted and experienced advisers and relevant performance indicators that may be applicable to both executive and Non-Executive directors.
(d) Present report and recommendations to the Council of Governors at a general meeting for an ultimate decision on existing appointments.
SECTION 4E Deciding Remuneration, Allowances and Terms & Conditions Procedure
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7 The Council of Governors at a formal meeting will:
(a) Annually review and agree the proposals for the remuneration of existing Non-Executive Directors, including the Chair. It should be satisfied that the proposals strike the right balance between motivating and attracting the right candidates whilst ensuring value for money for the Trust.
(b) Review and agree the proposals for the remuneration of new Non-Executive Directors, including the Chair. It should be satisfied that the proposals strike the right balance between motivating and attracting the right candidates whilst ensuring value for money for the Trust.
(c) Require the Trust Secretary to disclose the full process in the Annual Report.
SECTION 4E Deciding Remuneration, Allowances and Terms & Conditions Procedure
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SECTION 4F Approving a Chief Executive’s Appointment Procedure
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- SECTION 4F -
PROCEDURE TO APPROVE THE APPOINTMENT OF THE CHIEF EXECUTIVE
INTRODUCTION
1 Under the 2003 Act, there is a legal requirement that the appointment of a Chief Executive needs approval of the Council of Governors.
2 Accordingly, the following Procedure sets out the process to be adopted in the discharge of the Council of Governors’ role.
SCOPE AND AUTHORITY
3 This Procedure will apply in the following circumstances:
(a) On the impending retirement of the current Chief Executive.
(b) On the resignation of the current Chief Executive.
4 The authority to appoint or re-appoint a Chief Executive rests with the Non-Executive Directors of the Trust Board.
REFERENCE DOCUMENTS
5 This Procedure should be read in conjunction with the following reference documents:
(a) Trust Constitution
(b) Code of Governance
(c) Framework for the Discharge of Governors’ Role and Statutory Duties
6 The Council of Governors at a formal meeting will:
(a) Review and discuss a Report from the Non-Executive Directors putting forward the name of a candidate for appointment, together with an outline of legal aspects, guidance sought, and the process undertaken. It should also include the job description.
(b) Decide to approve or veto the candidate. As the appointment of a Chief Executive is the primary obligation of the Non-Executive Directors, approval should not be withheld lightly.
(c) Ensure they are content that Non-Executive Directors have complied with the Constitution and other relevant guidance such as the Code of Governance.
(d) Ensure they are content with the various stages of the appointment process such as use of advertisements, criteria for selection and how selection was
SECTION 4F Approving a Chief Executive’s Appointment Procedure
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carried out. (Involvement of Governors in the selection process will result in the Council having a clearer understanding of the process.)
(e) Ensure they are content that the appointment process has identified a candidate with sufficient experience to fulfil all essential aspects of the job description.
7 In circumstances where approval of the proposed candidate is withheld
(a) The Lead Governor to take responsibility for setting out reasons to the Chair and other Non-Executive Directors.
(b) Review and discuss a further proposal from the Non-Executive Directors who may put forward the same candidate again for approval. This may be with further assurances in relation to any concerns expressed by the Council of Governors. Alternatively, Non-Executive Directors may decide to seek a new candidate.
(c) Require the Trust Secretary to disclose the full process, the decision and reasons for that decision to be set out in Annual Report, whatever the outcome.
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- SECTION 4G -
PROCEDURE FOR APPOINTMENT OR RE-APPOINTMENT OF THE TRUST’S AUDITOR
INTRODUCTION
1 The Auditor has statutory duties in auditing the accounts of the Trust. It is the responsibility of the Council of Governors to ensure that a suitably qualified and appropriately experienced individual or firm is appointed in order to effectively and efficiently discharge the responsibility, and that the performance of the Auditor meets the required standard of the Code of Audit Practice.
2 Accordingly, the following Procedure sets out the process to be adopted in the discharge of the Council of Governors’ role and the requirement for Governors to be clear about the roles and responsibilities of the Audit Committee.
SCOPE AND AUTHORITY
3 This Procedure will apply in the following circumstances –
(a) Impending expiry of the existing Auditor’s contract term
(b) Removal of the existing Auditor
(c) Resignation of the existing Auditor
REFERENCE DOCUMENTS:
4 This Procedure should be read in conjunction with the following reference documents:
(a) Trust Constitution;
(b) Code of Governance;
(c) Code of Audit Practice (National Audit Office);
(d) Framework for the Discharge of Governors’ Role and Statutory Duties;
(e) Procedure for the Removal of the Auditor;
(f) Procedure for the Removal of a Governor
PROCEDURE
5 The Council of Governors will
(a) Ensure they are content with membership of Audit Committee.
(b) Receive reports from the Audit Committee identifying matters where it considers action or improvement is needed and making recommendations on the steps to be taken.
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(c) Consider such reports closely, particularly with regards to holding Directors to account for the Trust’s performance.
(d) Ensure they are clear about criteria for auditors set out in the Code of Audit Practice for NHS FTs.
(e) Ensure that accounts are prepared in accordance with all relevant directions set by NHS Improvement (Monitor) and any other statutory provisions.
(f) Ensure that proper practices have been observed in the compilation of the accounts.
(g) Ensure that proper arrangements have been made for securing economy, efficiency and effectiveness in its use of resources.
(h) Ensure that the Auditor (individual or firm) is a member of one of a list of specified professional bodies set out in legislation and:
(i) has an established and demonstrable standing within the healthcare sector and able to show a high level of experience and expertise;
(ii) complies with the Code of Audit Practice;
(iii) subjects the audit to internal quality control procedures that are sufficiently robust to monitor the compliance of the audit work with the Code of Audit Practice;
(iv) the team of auditors is refreshed/altered every 2 to 3 years to ensure the requisite standard of independence
(i) Ensure that if the auditor fails to meet or has cause to believe that it will not be able to comply with the criteria set out in the Code of Audit Practice at any point during its appointment, it must resign.
(j) Receive a report from Audit Committee, after completion of the annual audit which represents an assessment of the Auditor’s work by the Audit Committee and which should ensure that it is of a sufficiently high standard and the fees are reasonable. The Report must make a recommendation with respect to retention of the Auditor.
(k) Decide whether to accept the recommendation of the Audit Committee with respect to retention of the Auditor.
SECTION 4H Trust Auditor Removal Procedure
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- SECTION 4H -
PROCEDURE FOR THE REMOVAL OF THE AUDITOR
INTRODUCTION
1 The Auditor has a significant independent role in the monitoring of performance of the Trust; hence the removal of the Auditor must be considered a very serious step. It is the responsibility of the Council of Governors to ensure that the removal of the Auditor is warranted and appropriate and that in doing so a rigorous and transparent process is followed.
SCOPE AND AUTHORITY
2 This Procedure will apply in the following circumstances:
(a) As required on receipt by the Trust Secretary of a proposal to consider the removal of the Auditor.
REFERENCE DOCUMENTS
3 This Procedure should be read in conjunction with the following reference documents:
(a) Trust Constitution;
(b) Code of Governance;
(c) Code of Audit Practice;
(d) Framework for the Discharge of Governors’ Role and Statutory Duties;
(e) Procedure for Appointment or Re-appointment of the Trust’s Auditor;
(f) Procedure for the Removal of a Governor.
PROCEDURE
4 The Council of Governors will receive a proposal to consider the removal of the Auditor and:
(a) Establish a clear understanding of reasons for potential removal before embarking on process.
(b) Ensure that all other means of resolving any dispute have been exhausted.
(c) Require the Audit Committee to investigate the matter, including, where appropriate, any allegations made against the Auditor, and produce a report.
(d) Ensure that the auditors are given adequate opportunities to respond.
SECTION 4H Trust Auditor Removal Procedure
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5 The Council of Governors at a formal meeting will:
(a) Receive and consider the report of the Audit Committee, together with the response of the Auditor, in relation to any allegations made.
(b) Ensure that a full and proper process has been followed. If not, they must seek clarification and remedy any deficiencies before voting.
(c) On the basis of the Audit Committee Report and recommendations call a vote for the removal of the Auditor.
(d) Subject to the vote being carried by a majority of the Council present and voting, approve the removal of the Auditor.
(e) If the vote is carried, require the Chair to write to NHS Improvement (Monitor) informing it of the reasons behind the decision to end the appointment in disputed circumstances.
(f) Require the Trust Secretary to ensure that the removal process and the reasons for it are included in the Annual Report.
SECTION 4I Removal of a Governor Procedure
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- SECTION 4I -
PROCEDURE FOR THE REMOVAL OF A GOVERNOR
INTRODUCTION
1 The Council of Governors through the Chair is responsible for the effective and efficient working of the Governing body and for ensuring that a full complement of governors is maintained. This includes a responsibility to ensure that all members of the Governing body appropriately contribute to fulfil their role and act in accordance with the Code of Conduct for Governors and in a manner that supports the values and reputation of the Trust.
2 Accordingly, the following procedure sets out the process to be adopted in the discharge of the Council of Governors’ role.
SCOPE AND AUTHORITY
3 This procedure will apply in the following circumstances:
(a) Alleged gross misconduct of a Governor
(b) A Governor losing the confidence of the Council of Governors
(c) Insufficient attendance at meetings of the Council of Governors or sub committees if a member
REFERENCE DOCUMENTS
4 This Procedure should be read in conjunction with the following reference documents:
(a) Terms of Reference of the Council of Governors
(b) Council of Governors Governance Handbook
(c) Trust Constitution
(d) Code of Governance
(e) Code of Conduct for Governors
PROCEDURE
5 This Procedure should be used only as a last resort, when all other remedies have been exhausted.
6 Members of the Council of Governors should indicate the likelihood of a vote of no confidence in the Governor arising from one or more of the circumstances outlined above to the Chair of the Board or the Trust Secretary.
7 In considering a proposal for the removal of a Governor at a formal meeting of the Council of Governors:
SECTION 4I Removal of a Governor Procedure
Mersey Care – Governor’s Handbook Version No: 1.0 (Draft) Page 2
8 The Council of Governors will:
(a) In a formal meeting consider a proposal to remove a Governor presented by the Chair, or another Governor, and which states the grounds for removal in accordance with the provisions of the Constitution.
(b) Call for a vote to remove the Governor in question
(c) Approve the removal of the Governor subject to the vote being carried by not less than two thirds of the remaining governors present and voting.
(d) Require the Trust Secretary to write to the Governor confirming the decision to remove them from office.
NOTE - If any proposal to remove the Governor is not approved at a meeting of the Council of Governors, no further proposal can be put forward to remove the Governor based upon the same reasons within twelve months of the meeting.
SECTION 5A Council of Governors Terms of Reference
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- SECTION 5A -
COUNCIL OF GOVERNORS TERMS OF REFERENCE
1 PURPOSE
1.1 The role of the Council of governors is derived from Schedule 7 and other sections of the National Health Service Act 2006, as amended by the Health & Social Care Act 2012. This document should be read in conjunction with these Act and also with the Constitution for Mersey Care NHS Foundation Trust.
2 GENERAL DUTIES
2.1 The general duties of the Council of Governors are:
(a) To hold the non-executive director individually and collectively to account for the performance of the Board of Directors
(b) To represent the interests of the members of the Trust as a whole and the interests of the public
3 AUTHORITY
3.1 The full meeting of the Council of Governors and its Nomination & Remuneration Committee are the bodies in which Governors have official standing. All other forums are advisory.
4 MEMBERSHIP
4.1 The composition of the membership of the Council of Governors is set out in the Constitution. The Chair of the Board of Directors is the Chair of the Council of Governors and presides over meetings of the Council of Governors. In the absence of the Chair, the Senior Independent Director or the Lead Director (where appropriate) will take the Chair.
5 QUORUM
5.1 The quorum for the Council of Governors is set out in the Constitution.
6 COUNCIL OF GOVERNORS COMMITTEES
6.1 The Council of Governors will establish the following committees:
(a) Nomination Committee
(b) Such other committees as may be required from time to time
(c) Task & Finish Working Groups as necessary
SECTION 5A Council of Governors Terms of Reference
Mersey Care – Governor’s Handbook Version No: 1.0 (Draft) Page 2
7 THE ROLE OF THE COUNCIL OF GOVERNORS
7.1 In respect of Non-Executive Directors; Chief Executive and the Auditors
(a) Approve the policies and procedures for the appointment and where necessary for the removal of the Chair of the Board of Directors and non-executive directors of the Trust Board on the recommendation of the Council of Governor’s Nomination & Remuneration Committee.
(b) Approve the appointment or removal of a Chair of the Board on the recommendation of the Council of Governor’s Nomination & Remuneration Committee
(c) Approve the appointment or removal of a non-executive director on the recommendation of the Council of Governor’s Nomination & Remuneration Committee
(d) Approve the policies and procedures for the annual appraisal of the Chair of the Board of Directors and non-executive directors of the Trust Board on the recommendation of the Council of Governor’s Nomination & Remuneration Committee
(e) Approve changes to the remuneration, allowances and other terms of office for the Chair of the Board and other non-executive directors on the recommendation of the Council of Governor’s Nomination & Remuneration Committee
(f) Approve or where appropriate, decline to approve the appointment of a proposed candidate as Chief Executive recommended by the non-executive directors
(g) Approve the criteria for appointing, re-appointing or removing the Auditor
(h) Approve the appointment or re-appointment and the terms of engagement of the Auditor on the recommendation of the Audit Committee
7.2 In respect of the Constitution and Compliance:
(a) Jointly approve with the Board of Directors amendments to the Constitution, subject to any changes in respect of the powers, duties or role of the Council of Governors being ratified at the next general meeting of members (at which a member of the Council of Governors needs to present the change.)
(b) Notify NHS Improvement (Monitor), via the Lead Governor, if the Council of Governors is concerned that the Trust is breaching its Licence if these concerns cannot be resolved at the local level.
7.3 In respect of Governors:
(a) Approve the allocation of Governors to sub-committees of the Council of Governors, working groups and any joint working groups set up by the Board of Directors.
SECTION 5A Council of Governors Terms of Reference
Mersey Care – Governor’s Handbook Version No: 1.0 (Draft) Page 3
(b) Approve the appointment and the role of the Lead Governor.
(c) Receive quarterly reports from the Chairs of the Council of Governors sub-committees in the discharge of the committees duties
(d) Approve the removal from office of a Governor in accordance with procedure set out in the Constitution.
(e) Approve jointly with the Board of Directors the procedure for the resolution of disputes and concerns between the Board of Directors and the Council of Governors.
7.4 In respect of Strategy, Planning, Reorganisations:
(a) Provide feedback on the development of the strategic direction of the Trust to the Board of Directors as appropriate.
(b) Contribute to the development of stakeholder strategies, including member engagement strategies.
(c) Act as a critical partner to the Board of Directors in the development of the forward plan.
(d) Where the forward plan contains a proposal that the Trust will carry on an activity other than the provision of goods and services for the purposes of the NHS in England, determine whether the proposal will interfere or not in the fulfilment by the Trust of its principal purpose (the provision of goods and services for the purposes of the health service in England). Notify the Board of Directors of its determination.
(e) Approve or not approve increases to the proposed amount of income derived from the provision of goods and services other than for the purpose of the NHS in England where such an increase is greater than 5% of the total income of the trust.
(f) Approve or not approve proposals from the Board of Directors for mergers, acquisitions, separations and dissolutions. More than half of the total number of Governors needs to approve such a proposal.
(g) Approve or not approve proposals for significant transactions where defined in the Constitution or such other transactions as the Board may submit for the approval of Governors from time to time. Such transactions require the approval of more than half of Governors voting at a quorate meeting of the Council of Governors.
7.5 In respect of Representing Members and the Public:
(a) Approve the membership engagement strategy.
(b) Contribute to members’ and other stakeholders’ understanding of the work of the trust in line with engagement and communication strategies.
SECTION 5A Council of Governors Terms of Reference
Mersey Care – Governor’s Handbook Version No: 1.0 (Draft) Page 4
(c) Seek the views of stakeholders, including members and the public and feedback relevant information to the Board of Directors or to individual managers within the Trust as appropriate.
(d) Act as ambassadors in order to raise the profile of the Trust’s work with the public and other stakeholders.
(e) Promote membership of the Trust and contribute to opportunities to recruit members in accordance with the membership strategy.
(f) Attend events during the year that facilitate contact between members, the public and Governors to promote Governor accountability
(g) Report to members each year on the performance of the Council of Governors.
7.6 In respect of Holding the Non-Executive Directors to Account:
(a) The Council of Governors must hold the non-executive directors individually and collectively to account for the performance of the board. It must agree a process and dialogue with the board that will enable them to fulfil this duty.
(b) As part of this a good working relationship between the Board of Directors and Council of Governors is critical; it can be fostered by meeting regularly and with sufficient frequency to establish appropriate channels of communication and constructive challenge.
8 REPORTS AND INFORMATION TO FULFIL THE ROLE OF GOVERNORS
8.1 The following reports and information will be provided to the Council of Governors to support this process and dialogue (although this list is note exclusive):
(a) Receive the agenda of the meetings of the Board of Directors before the meeting takes place.
(b) Receive the minutes of the meeting of the Board of Directors as soon as is practicable after the meeting.
(c) Be equipped by the trust with the skills and knowledge they require in their capacity as governors.
(d) Receive the annual report of the audit committee on the work, fees and performance of the auditor.
(e) Receive the annual report and accounts (including quality accounts).
(f) Receive the quarterly report of the board of directors on the performance of the foundation trust against agreed key financial, operational, quality and regulatory compliance indicators and stated objectives.
(g) Participate in opportunities to review services and environments such as PEAT inspections/quality reviews/ local activities and evaluation of user/carer experience.
SECTION 5A Council of Governors Terms of Reference
Mersey Care – Governor’s Handbook Version No: 1.0 (Draft) Page 5
(h) Receive and review quarterly assurance reports.
(i) Receive reports from the board on important sectoral or strategic issues.
(j) Use information obtained through the above sources to monitor performance and progress against the key milestones in the strategic and annual plans and to hold the non-executive directors to account for the performance of the board of directors.
(k) If considered necessary (as a last resort), in the fulfilment of this duty, obtain information about the Trust’s performance or the directors’ performance by requiring one or more directors to attend a Council of Governor meeting
9 COLLECTIVE EVALUATION OF PERFORMANCE
9.1 The Council of Governors will carry out an annual review of its effectiveness and efficiency in the discharge of its responsibilities and achievement of its objectives.
10 FREQUENCY OF MEETINGS
10.1 The Council of Governors will meet a minimum of 3 times per year and in addition hold an annual members meeting.
11 ADMINISTRATIVE ARRANGEMENTS
11.1 The Trust Secretary will ensure:
(a) that the Council receives sufficient resources to undertake its duties;
(b) correct minutes of meetings are taken and once agreed by the chair that they are distributed to the members;
(c) the minutes of the meeting are distributed in draft form within 14 days of the meeting taking place;
(d) a record of matters arising is produced with issues to be carried forward;
(e) an action list is produced following each meeting and any outstanding action is carried forward on the action list until complete;
(f) conflicts of interest are recorded along with the arrangements for managing those conflicts;
(g) appropriate support to the Chair and Council members to enable them to fulfil their role;
(h) that advice is provided to the Council on pertinent areas;
(i) the agenda is agreed with the Chair prior to sending papers to members no later than seven days before the meeting;
(j) the papers of the Committee are filed in accordance with the trust’s policies and procedures
SECTION 5A Council of Governors Terms of Reference
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12 REVIEW
12.1 The Council of Governors will review these Terms of Reference annually.
SECTION 6A Role of Governors
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- SECTION 6A -
THE ROLE OF THE GOVERNOR
1 The Governor’s role in Mersey Care NHS Foundation Trust is to develop robust and challenging working relationships with the Board of Directors to ensure that the views of local communities are represented and to support the Trust’s vision, mission and strategic goals.
2 The Governor is a member of a Council made up of elected local people; staff members; service users and carers together with people appointed to represent local partner organisations.
3 The Council of Governors has certain responsibilities that are set out in Acts of Parliament such as the Health and Social Care Act 2012, and the National Health Service Act 2006. These statutory responsibilities are:
(a) To represent the interests of the members of the Trust as a whole and the interests of the public
(b) To hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors
(c) To give a response when consulted by the Board of Directors on the Trust’s Annual Plan
(d) To appoint and (if necessary) remove the Trust Chair and Non-Executive Directors
(e) To receive performance appraisal information regarding the Trust Chair and Non- Executive Directors
(f) To set the pay and terms and conditions of appointment for the Trust Chair and Non-Executive Directors
(g) To approve the appointment of the Chief Executive. However, the Council of Governors does not appoint the Chief Executive
(h) To appoint or (if necessary) remove the Trust’s external auditors
(i) To receive the Trust’s Annual Report and Accounts, and the Auditor’s report
(j) To inform NHS Improvement (Monitor), via the Lead Governor, if there are any concerns about the actions of the Board of Directors which cannot be resolved locally
(k) To satisfy itself that proposals in the annual plan (other than those relating to the provision of health services in England) will not significantly interfere with the fulfilment by the Trust of its principal purpose or the performance of its other functions
SECTION 6A Role of Governors
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(l) To approve any proposal to increase by 5% or more the proportion of the Trust’s total annual income from activities other than the provision of health services in England
(m) To approve any applications for significant transactions as defined in the Constitution
(n) To approve any applications for mergers, acquisitions, separation or dissolution of the Trust
(o) To agree, in conjunction with the Board of Directors, changes to the Trust’s constitution
OTHER RESPONSIBILITIES
4 The Council of Governors has other responsibilities which are not set out in law. These include:
(a) To support the Board of Directors in setting the long-term strategic direction for the Trust
(b) To be assured that that the Trust does not breach its Licence Conditions
(c) To develop a representative membership base by overseeing the implementation of the Trust’s Membership Strategy and by direct engagement with members at events and meetings
(d) To provide a governor perspective on the efficacy of staff engagement mechanisms
5 As a Governor you are expected:
(a) To promote and support the organisation’s strategy
(b) To feed back information about the Trust, its vision and its performance to members or stakeholder organisations
(c) To attend meetings of the Council of Governors
(d) To abide by the Code of Conduct and uphold the Trust’s values
(e) To act in the best interests of the Trust and preserve the Trust’s standing and reputation
(f) To comply with the policies and procedures of the Trust, including its Licence and Constitution
SECTION 6A Role of Governors
Mersey Care – Governor’s Handbook Version No: 1.0 (Draft) Page 3
WHAT GOVERNORS CAN'T DO....
6 Overall responsibility for running the Trust lies with the Board of Directors. There are therefore some things that you cannot do as a Governor:
(a) You will not be involved in the day to day running of the Trust, e.g. setting budgets, staff pay or any other operational matters.
(b) You cannot veto or over-rule decisions made by the Board of Directors.
(c) You don’t play a part in considering the appointment or dismissal, appraisal, pay levels or conditions of service of Executive Directors
(d) You should not raise complaints on behalf of individuals, or act as advocates
(e) Inspect the Trust’s services (this task is carried out by the Care Quality Commission and Healthwatch).
(f) Represent the interests of single pressure groups.
SECTION 6A Role of Governors
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SECTION 6B Role of the Lead Governor
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- SECTION 6B -
THE ROLE OF THE LEAD GOVERNOR
INTRODUCTION
1 NHS Improvement (Monitor)’s expectation in relation to the role of Lead Governor is set out in Appendix B of the NHS Foundation Trust Code of Governance. The continuing requirement and scope of the role, from a NHS Improvement (Monitor) perspective, is further clarified in the publication Your Statutory Duties: A reference guide for NHS Foundation Trust Governors.
2 The Lead Governor will be appointed by the Council of Governors from amongst the Governors. Any Governor, whether appointed or elected, public or staff, may be appointed as the Lead Governor.
3 The process for the appointment of a Lead Governor will be coordinated by the Trust Secretary. Candidates for the position of Lead Governor will be invited to self-nominate by means of a statement to the Council setting out their suitability for the role.
4 The Council of Governors will consider nominations and elect a candidate by means of a ballot at a general meeting. The candidate polling the highest number of votes will be appointed. Where an equality of votes is found to exist, the Trust Secretary will decide between the candidates by a lot and proceed as if the candidate on whom the lot falls had received an additional vote.
THE LEAD GOVERNOR ROLE
5 The Lead Governor will:
(a) Act as the principal point of contact for NHS Improvement (Monitor), where contact via the Chairman or Trust Secretary would be inappropriate
(b) In circumstances where contact has been made by NHS Improvement (Monitor), engage with, and seek the views of, the other members of the Council (the Trust Secretary will support the Lead Governor in facilitating engagement if appropriate)
(c) Act as the principal point of contact for the Senior Independent Director in seeking Governors’ views on the Chairman’s performance
(d) Collate the input of Governors for the Chairman or Senior Independent Director regarding annual performance appraisals of the Chairman and Non-Executive Directors.
(e) Lead Governor representation on the Nominations Committee for the recruitment, selection and nomination for appointment of the Chairman and Non-Executive Directors
SECTION 6B Role of the Lead Governor
Mersey Care – Governor’s Handbook Version No: 1.0 (Draft) Page 2
(f) Lead the Council of Governors in circumstances where it would be inappropriate for the Chairman or Deputy Chairman to do so
GENERAL
6 The following general provisions will apply to the role of Lead Governor:
(a) The term of office will be one year or the remainder of the individual’s elected / appointed term, whichever is shorter
(b) The Council of Governors reserves the right to replace the Lead Governor if a majority of members present at a Council meeting resolve to do so. Such action would follow from a written resolution to this effect submitted by a member of the Council at the meeting. The Council would take a decision on the resolution at the following meeting.
(c) The Lead Governor may terminate their appointment at any time by means of a written notice to the Trust Secretary
(d) The Lead Governor will provide relevant contact details to the Trust Secretary to advise NHS Improvement (Monitor) and will update these details as and when appropriate
REVIEW
7 This role description will be reviewed by the Council of Governors on the occasion of any change in the Lead Governor.
Agenda Item No: D4
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COUNCIL OF GOVERNORS Report provided (check necessary boxes): Paper No: COG16/17/015
To Note: ☒ For Decision ☐ Meeting Date: 16 June 2016
Report Author(s): Andy Meadows, Trust Secretary Sarah Jennings, Deputy Trust Secretary
Summary of Key Issues:
• To provide an opportunity for the Council of Governors to comment on the Corporate Governance Statement (see Appendix A) which is a self-certification all NHS Foundation Trusts are required to submit to NHS Improvement
• It provides the regulators with assurance we have robust systems of corporate governance in place
• Normally this has to be submitted by the end of June each year, but NHS Improvement have also asked that it is submitted by 20 June 2016 as part of the evidence they will consider in respect of the acquisition of Calderstones Partnership NHS Foundation Trust (Calderstones)
• The Corporate Governance Statement has to be approved by the Board of Directors taking account of the views of the Council of Governors
• If the acquisition is approved, the trust will have to review and submit an updated version within six months.
Recommendation:
The Council of Governors is asked to: 1) comment on the attached Corporate Governance Statement
and associated declarations.
PURPOSE
1. To provide an opportunity for the Council of Governors to comment on the Corporate Governance Statement and associated declarations attached at Appendix A.
RECOMMENDATIONs
2. The Council of Governors is asked to:
a) comment on the attached Corporate Governance Statement and associated declarations.
In confirming this statement, the Board has considered the following:
In confirming this statement, the Board of Directors has considered the following:
• The trust’s Annual Governance Statement 2015/16, approved by the Board in May 2016, which outlines the main arrangements in place to ensure the trust applies the principles, systems and standards of good corporate governance expected of it as a provider of health and social care services. The Governance Statement defines the trust’s
o Scope of responsibility o Governance Framework o Arrangements for assessing the Board’s effectiveness o Quality governance arrangements o Regulatory Requirements o Risk and control framework, o The effectiveness of risk management and internal control
• Since April 2015 the trust’s governance arrangements were subject to a series of external reviews, the findings of which were utilised to inform a number of the changes to the trust’s governance framework. Such reviews included:
o a Well-led Governance Framework review undertaken by the NHS Trust Development Authority
o a Quality Governance and Risk review which the trust commissioned from the Good Governance Institute;
o an independent review of Board skills undertaken by External Auditors; o the Chief Inspector of Hospitals Inspection of the Mersey Care; o assessment of the trust’s application for Foundation Trust status by
regulators. • The Board of Directors has an on-going Board development programme in place that
ensures the performance of the Board is reviewed appropriately, seeking the views of internal and external stakeholders as part of the process.
Risks & Mitigations
• Risk: systems and processes become dated or not fit for purpose as a result of significant change and or transformation. Mitigation: Corporate Governance Systems will require on-going testing via management the Board Committee structure. Systems and controls assurances are obtained via the Audit Committee and a Well-Led Governance review will be undertaken internally on an annual basis and externally assessed every three years
The Board is satisfied that the Trust applies those principles, systems and standards of good corporate governance which reasonably would be regarded as appropriate for a supplier of health care services to the NHS.
Response: CONFIRMED
Agenda Item No: D4
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as required by NHS Improvement. The next review will be undertaken to inform the revised submission of this self-certificate, which is required six months following the acquisition of Calderstones Partnership NHS Foundation Trust (if approved). The Corporate Governance Framework will continue to be regular reviewed and updated to ensure it remain fit for purpose including the Constitution.
• Risk: The Council of Governors may not have the skills and experience to undertake its role.
• Mitigation: Following FT authorisation on 1 May 2016, the trust established its Council of Governors which held its inaugural meeting on 6 May 2016, prior to this the trust did not have a shadow Council. A comprehensive induction and visit programme is being delivered to the Council of Governors over the next 6 months by the trust which will cover not just the statutory role of governors but also a ‘local’ induction on the strategic direction of the trust and the services we provide. The Board of Directors has clear accountability arrangements in place with its Council of Governors and will, going-forward; invest in this relationship ensuring the Governors are well placed to discharge their responsibilities of ensuring local accountability.
In confirming this statement, the Board of Directors has considered the following:
• The trust has arrangements in place to ensure all guidance issued by Monitor (NHS Improvement) is received and issued to all members of the Board of Director via the regular NEDBrief. These are also brought to the attention of the Audit Committee via External Auditors and are responded to through a regular update report to this Committee.
• Guidance issued by regulators is issued to the Board of Directors through the Chief Executive’s Report at every Board meeting.
• Following any the completion of any external or internal review, it is confirmed if any actions are required by the trust to ensure the trust continues to apply best practice / regulatory requirements. Progress against the required actions is monitored by the Board of Directors or relevant Board Committee (i.e. the Well-Led, GGI and CQC Action Plan)
The Board has regard to such guidance on good corporate governance as may be issued by Monitor from time to time.
Response: CONFIRMED
Agenda Item No: D4
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In confirming this statement, the Board of Directors has considered the following:
• The Board has a well established committee structure that provides for effective review, scrutiny and decision making on the priority areas of the Board’s business, namely quality of care, financial performance, operational delivery, strategy and governance.
• All Board Committees are supported by terms of reference which are regularly reviewed and reviewed on an annual basis as a minimum.
• The Board reviews the performance of its Committees on an annual basis to ensure that they are discharging their duties as defined by their terms of reference, and to ensure they continue to remain focussed on the needs of the trust going forward.
• Since April 2015 the trust’s governance arrangements were subject to a series of external reviews, the findings of which were utilised to inform a number of the changes to the trust’s governance structure. Such reviews included:
o a Well-led Governance Framework review undertaken by the NHS Trust Development Authority
o a Quality Governance and Risk review which the trust commissioned from the Good Governance Institute;
o an independent review of Board skills undertaken by External Auditors; o the Chief Inspector of Hospitals Inspection of the Mersey Care; o assessment of the trust’s application for Foundation Trust status by regulators
• There is an established reporting programme in place that ensures the Board Committees report to the Board, and that the Board Committees are provided with the necessary range of information and reporting to enable them to discharge their responsibilities.
• The Board has an annual internal audit programme, under the direction of its Audit Committee to ensure appropriate prioritisation.
• There is a clear Accountability structure in place throughout the trust. This defines the responsibilities of the Executive Team and the operational structures under their control. In line with good practice, executive portfolios are reviewed as necessary to ensure adequate capacity, most recently in 2015.
• The accountability arrangements are clearly set out in the Annual Governance Statement 2015/16 approved by the Board of Directors in May 2016.
Risks & Mitigations
• Risk: Board and committee structures become unfit for purpose due to environmental or system change including new business.
• Mitigation: The Trust will continue to test its governance structures via the Well-Led Governance review to be undertaken internally on an annual basis and assessed
The Board is satisfied that the Trust implements: (a) Effective board and committee structures; (b) Clear responsibilities for its Board, for committees reporting to the Board and for staff reporting to the Board and those committees; and (c) Clear reporting lines and accountabilities throughout its organisation.
Response: CONFIRMED
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externally every three years. The next review will be undertaken to inform the revised submission of this self-certificate, which is required six months following the acquisition of Calderstones Partnership NHS Foundation Trust (if approved). Committee will continue to be subject to annual reviews of effectiveness and annual terms of reference reviews.
In confirming this statement, the Board of Directors has considered the following:
(a) To ensure compliance with the Licensee’s duty to operate efficiently, economically and effectively;
• The Board’s infrastructure, namely the committees of the Board of Directors together with various operational groups, ensure that the Board of Directors is assured that the organisation, decisions and business of the trust is monitored effectively
• This is undertaken through agreed annual cycles of business to that ensure the Board of Directors, Council of Governors and Committees are able to review and consider key areas including quality of care, workforce performance, financial performance, operational performance and risks to the Trusts quality, resources, reputation and regulatory requirements.
• The Board has established processes in place to review cost improvement programmes that ensure proposed changes are appraised in respect of benefits and impact alongside the formal processes of Quality Impact Assessments.
• The Performance, Investment and Finance Committee considers, in detail, the trust’s financial performance at each meeting to ensure achievement of statutory financial duties.
(b) For timely and effective scrutiny and oversight by the Board of the Licensee’s operations;
• An annual cycle of business ensures that the Board receives monthly performance updates in respect of quality and safety, workforce, financial, external performance. This provides an overview of the trust’s operations and ensures the appropriate escalation and monitoring of on-going areas of concern.
• Relevant committees scrutinise throughout the year, key areas of performance including quality and finance. The committees review such matters at each meeting and subsequently provide assurance to the Board of Directors at each meeting.
• Following a review of working capital and financial reporting procedures in early 2016, the trust has further enhanced its financial reporting to provide further detail to the Performance, Investment and Finance Committee.
The Board is satisfied that the Trust effectively implements systems and/or processes (A-G below):
Response: CONFIRMED
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(c) To ensure compliance with health care standards binding on the Licensee including but not restricted to standards specified by the Secretary of State, the Care Quality Commission, the NHS Commissioning Board and statutory regulators of health care professions;
• See above (b) • In addition to the above systems and processes the Board has reviewed and
approved a revised Quality Framework that has further strengthened the existing quality surveillance systems across the trust for monitoring standards of care.
• An approved Quality Improvement and Audit Programme is in place, implementation of which is overseen by the Quality Assurance committee to ensure a culture of continuous improvement.
• The Quality Assurance Committee reviews, in detail, the quality of care through a performance dashboard and a report which enables the triangulation of intelligence including (but not limited to) quality surveillance, quality visits, incidents, complaints and safer staffing.
• The trust has developed a Quality Account for 2015/16 that highlighted the quality improvements made across the Trust during this period and the priorities for quality improvement in 2016/17. These priorities align to the trust’s Strategy and include: o No Force First implementation o Striving for zero suicide o Improvement in physical health pathways
(d) For effective financial decision-making, management and control (including but not restricted to appropriate systems and/or processes to ensure the Licensee’s ability to continue as a going concern); • The trust has clear Standing Financial Instructions (SFIs) and Scheme of
Reservation and Delegation of Powers (SoRD) in place that determines the agreed framework for financial decision making, management and control.
• There is an established and appropriate governance structure in place to ensure the SFI’s and the SoRD are complied with and decision making and control relating to financial matters is effective through oversight of the Performance, Investment and Finance Committee and also by the Audit Committee.
• Systems of internal control are in place and are subject to regular audit on an annual basis through the trust’s internal audit programme and by external auditors
• The trust’s forward planning arrangements ensure appropriate review of the trust’s ability to continue as a going concern and this is formally reviewed by the Performance, Investment and Finance Committee and the Board of Directors annually.
• Systems and processes are in place to scrutinise all CIP plans for both financial and quality impact prior to implementation and to monitor both delivery and in-year changes through the Performance Investment and Finance Committee.
• The trust was subject to an in-depth review of working capital and financial reporting procedures in 2015 and 2016 by Ernst and Young and has implemented
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all of the associated recommendation to further strengthen its financial management, control and reporting.
• The trust has a history of effective financial management and of achieving all statutory financial duties.
(e) To obtain and disseminate accurate, comprehensive, timely and up to date information for Board and Committee decision-making; • See above (b). • The trust has planned and established annual cycle of business in place for the
Board of Directors and its committees. • Audits undertaken through the year on a range of matters relating to the trust’s
business and operations have not identified undue concerns regarding the timeliness and accuracy of information used to report to the Board in respect of decision making.
• In 2015, the trust introduced a data quality kite mark to assess the quality of data reported to the Board through a series of indicators (this process has also been subject to review by internal audit).
• The Board and committee meeting dates are schedule to allow the most up-to-date information to be provided to meetings.
(f) To identify and manage (including but not restricted to manage through forward plans) material risks to compliance with the Conditions of its Licence; • The Board Assurance Framework and Risk Register provide the framework
through which risks are considered, reviewed and managed. These are managed through the committee structure and Risk Management Group and are reported formally, via the appropriate Board committee, to the Board of Directors.
• Regulatory risks are reflected in the trust’s Risk Register and Board Assurance Framework are monitored by the Executive Committee and reported to the Board of Directors.
• The trust’s risk management arrangements and Board Assurance Framework are subject to an internal audit on an annual basis.
• The trust’s risk management arrangements were subject to review through a review of quality governance and risk by the Good Governance Institute and the arrangements further strengthened as a result.
• A Board approved Risk Management Strategy, which includes a risk appetite statement, is in place.
(g) To generate and monitor delivery of business plans (including any changes to
such plans) and to receive internal and where appropriate external assurance on such plans and their delivery; and • The trust has an annual planning process that ensures future business plans are
identified at the early stages and are supported by appropriate engagement and approvals to proceed.
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• The direction of the trust is outlined in the trust’s Strategy and Annual Operating Plan, supported by division level business plans. This annual process includes wide engagement with the Board (through development session), committees, membership and service users and carers.
• Progress against the Strategy is reviewed during the year through the Performance, Investment and Finance Committee and is monitored through the monthly Care at a Glance report (which is also reported to the Board of Directors)
• For individual plans the trust has a well-established business case process in place that ensure appropriate a clear rational is provided and relevant project milestones.
(h) To ensure compliance with all applicable legal requirements.
• The above governance, risk and control processes ensure that the trust remains
compliant with all the legal requirements pertaining to it and its business. Risk & Mitigations
• Risk: Systems and processes are disrupted due to change including new business
• Mitigation: Any new business including acquisition and mergers will be overseen by an integration committee. A new Director of Integration has been appointed. Formal programme management methodology is utilised for any mergers and acquisitions to ensure impact of this on the trust’s license is foreseen and mitigated.
• Risk: The trust fails to deliver its operation plan transformational programmes. • Mitigation: To further strengthen its monitoring of strategy and transformational
change, a strategic operations review process will be incorporated into the monthly Executive Committee meetings to hold Directors and Divisions to account for delivery.
In confirming this statement, the Board has considered the following:
(a) That there is sufficient capability at Board level to provide effective organisational leadership on the quality of care provided; • The Board’s dynamic development programme ensures that the Board is engaged
with the quality agendas of the trust, and that the Board is equipped with the necessary knowledge and skills to provide clear and effective leadership focussed
The Board is satisfied that the systems and/or processes referred to in paragraph 5 should include but not be restricted to systems and/or processes to ensure a-f below:
Response: CONFIRMED
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on delivering quality care. Most recently, the Board held a development session of Perfect Care in May 2016.
• There are effective appraisal processes in place to support the Board members individually and collectively. The Board reviews its performance periodically, including a review of Board skills in 2015, and uses the learning and feedback from this to inform its future development agenda. A further independent review of Board skills is to be commissioned on behalf of the Council of Governors
• The Board is engaged with key development and leadership programmes that focus on quality and quality improvement across the trust. Examples of this are the Strategic Development Forum, Leadership Development Forum, Quality Improvement Group and the Council of Governors.
• The review of Executive portfolios in early 2015 has ensured improved arrangements are in place to provide effective leadership in respect of service quality. There is a clear focus on Quality, Quality Improvement and Care Standards within the Executive Team. A further update of the Executive portfolios will be considered at the Board of Directors meeting on 29 June 2016, taking into account the proposed acquisition of the Calderstones and the appointment of two additional officers to the Board of Directors (i.e., the Executive Director of Operations as a voting officer of the Board and the Director of Integration as a non-voting officer of the Board)
(b) That the Board’s planning and decision-making processes take timely and
appropriate account of quality of care considerations; • The trust’s plans including business cases are subject to appropriate Quality
Impact Assessment (QIA) processes. • In addition, Board and Committee annual cycles are kept under review to ensure
adequate time for consideration of quality and financial impact prior to decision making.
(c) The collection of accurate, comprehensive, timely and up to date information
on quality of care; • The trust operates a weekly quality surveillance process involving weekly
meetings at a divisional level (informed by service teams and wards as well as other information sources) which then reports into the weekly corporate Stand-up surveillance meeting involving members of the senior management team.
• The trust has a range of service level forums in place to support service user engagement about the experiences of different services. These forums are used to support on-going dialogue about services to inform and shape improvements, and to gather feedback about potential and proposed changes.
• A Service User and Carer Assembly and Standing Committee is in place which provides one method through which concerns and compliments regarding quality of care can be raised and addressed.
• The Board receives the outcomes of, and participates in, visits to clinical services to gain first-hand knowledge and rich intelligence on the quality of services.
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• The trust participates in the National Annual Patient Survey, the outcomes of which are developed into recommendations for implementation and overseen by the Quality Assurance Committee.
• Service users and carers actively support and work with the trust to obtain service user views, inspect services and provide feedback as appropriate.
• The trust engages with its staff to explore potential changes within services, to seek their views and opinions about service experiences and options for change. This is through the Your Voice Your Change programme, Leadership Forums and Divisional Road shows.
• There are a range of formal processes in place to provide engagement between the trust and its key commissioners on matters relating to quality of care.
(d) That the Board receives and takes into account accurate, comprehensive,
timely and up to date information on quality of care; • The trust has planned and established annual cycle of business in place for the
Board of Directors and its committees. • Audits undertaken through the year on a range of matters relating to the trust’s
business and operations have not identified undue concerns regarding the timeliness and accuracy of information used to report to the Board in respect of decision making.
• In 2015, the trust introduced a data quality kite mark to assess the quality of data reported to the Board through a series of indicators.
• The Board and committee meeting dates are scheduled to allow the most up-to-date information to be provided to meetings.
• A service users or carer provides a summary of their experience (both positive and negative) at the commencement of every public Board meeting.
• The Board receives the outcomes of, and participates in, visits to clinical services to gain first-hand knowledge and rich intelligence on the quality of services.
(e) That the Trust, including its Board, actively engages on quality of care with
patients, staff and other relevant stakeholders and takes into account as appropriate views and information from these sources; and • Public Board of Directors meetings starts with a service user or carer story, the
speakers of which are recommended by the Standing Committee of the Service User and Care Assembly
• The trust has a range of service level forums in place to support service user engagement about the experiences of different services. These forums are used to support on-going dialogue about services to inform and shape improvements, and to gather feedback about potential and proposed changes.
• A Service User and Carer Assembly and Standing Committee in place which provides a structure through which concerns and compliments regarding quality of care can be raised and addressed.
• The Board receives the outcomes of, and participates in, visits to clinical services to gain first-hand knowledge and rich intelligence on the quality of services.
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• Service users and carers actively support and work with the Trust to obtain service user views, inspect services and provide feedback as appropriate.
• The trust engages with its staff to explore potential changes within services, to seek their views and opinions about service experiences and options for change. This is through the Your Voice Your Change programme, Leadership Forums and Divisional Road shows.
• There are a range of formal processes in place to provide engagement between the trust and its key Commissioners on matters relating to quality of care.
(f) That there is clear accountability for quality of care throughout the Trust
including but not restricted to systems and/or processes for escalating and resolving quality issues including escalating them to the Board where appropriate. • The trust has a well established and clear accountability structure in place for
quality of care, and an established performance monitoring and reporting programme in place.
• Systems for raising concerns are embedded across the organisation including Tell Joe and the Raising Concerns at Work policy, which includes the whistleblowing process.
• An effective quality surveillance process is in place where concerns regarding quality are both escalated to and identified. The areas under surveillance are escalated to the Board through the regular quality report and are subject to Quality Review Visits.
Risks & Mitigations
• Risk: Gaps in knowledge arising as a result of change e.g. new business, environmental change and Board member turnover.
• Mitigation: The Board Development Plan will continue to be refined and updated to account for any gaps in knowledge or skills. A Board skills review was undertaken in 2015 and succession plans are in place. A further independent review of Board skills is to be commissioned on behalf of the Council of Governors. Arrangements and associated timescales are already in place to ensure forthcoming Board members vacancies are appointed to in advance to allow sufficient handover.
• Risk: Lack of standardisation of good clinical governance practice across all
clinical divisions. • Mitigation: The trust has already reviewed its quality governance arrangements to
ensure standardisation and the Board have approved a series of changes to these arrangements, subject to the acquisition of Calderstones Partnership NHS Foundation Trust, to ensure these are standardised across the enlarged organisation.
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In confirming this statement, the Board of Directors has considered the following:
• The Board of Directors is well established and was subject to a skills review in 2015 to determine any gaps. A further independent review of Board skills is to be commissioned on behalf of the Council of Governors.
• The necessary skills are maintained by the Board of Directors through its robust Board Development Plan which is regularly reviewed and updated to take account of changing needs.
• Succession planning arrangements are in place and were considered by the Board in late 2015 in respect of expected turn-over with the Board membership. The Board of Directors has an effective and broad skill set available to it through its membership to ensure compliance with the conditions of its licence.
• The divisional structures within the trust provides for strong clinical and managerial leadership and supports the Executive Team in ensuring service delivery.
• Resources are in place to support the Board and front line services through: o Strong clinical leadership – through a range of Associate Medical Director
positions, led by the Medical Director, leading on operational delivery, quality and strategy in addition to an Executive Director of Nursing and executive nursing team.
o Steps are in place to strengthen the Board of Directors through the appointed of two additional officers, an Executive Director of Operations (a voting officer) and a Director of Integration (a non voting officer)
o Corporate capacity to support the delivery of current and future plans has been reviewed through changes to executive portfolios in 2015.
• A Board approved Workforce Plan is in place to ensure the right skill mix of teams to support the on-going transformation change.
Risks & Mitigations • Risk: The Board of Directors does not have people with the appropriate skills and
experience • Mitigations: In conjunction with the Council of Governors plans are being developed
to review the skills of the Board of Directors so as to inform the future recruitment requirements in respect of Non Executive Directors. In light of the acquisition of Calderstones the Board of Directors is further scrutinising its officer succession plans.
The Board is satisfied that there are systems to ensure that the Trust has in place personnel on the Board, reporting to the Board and within the rest of the organisation who are sufficient in number and appropriately qualified to ensure compliance with the conditions of its NHS provider licence. Response: CONFIRMED
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ADDITIONAL DECLARATIONS TO NHS IMPROVEMENT
1. Academic Health Science Centre or major joint venture declaration
NHS Foundation Trusts that are either part of a major joint venture or an Academic Health Science Centre (AHSC) or whose boards are considering entering a joint venture or becoming part of an AHSC are required to submit a self-declaration statement in relation to the governance arrangements for this.
The Trust is not part of or considering joining an Academic Health Science Centre or a Major Joint Venture and therefore is not required to complete this declaration at the current time.
2. Training of Governors
NHS Foundation Trusts are also required to confirm (or otherwise) the following declaration:
“The Board is satisfied that during the financial year most recently ended, the Trust has provided the necessary training to its Governors as required in section 151 (5) of the Health and Social Care Act, to ensure they are equipped with the skills and knowledge they need to undertake their role.”
Given that Mersey Care was not authorised as a Foundation Trust in the financial year most recently ended (2015/16) and therefore did not have a Council of Governors in place, it is proposed that a response of ‘unconfirmed’ is provided alongside an explanatory note to this effect.
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COUNCIL OF GOVERNORS Report provided (check necessary boxes): Paper No: COG16/17/016
To Note: ☒ For Decision ☐ Meeting Date: 16 June 2016
Future Meeting Arrangements
Report Author(s): Andy Meadows, Trust Secretary
Summary of Key Issues:
• The dates for future meetings are as follows o Wednesday 28 September 2016 (3.30 p.m. to 5.00 p.m.) o Thursday 12 January 2017 (4.00 p.m. to 6.00 p.m.) o Thursday 27 April 2017 (4.00 p.m. to 6.00 p.m.) o Wednesday 26 July 2017 (3.30 p.m. to 5.00 p.m.)
• Appendix A contains the proposed annual business cycle
Recommendation:
The Council of Governors is asked to: 1) note the dates for future meetings and the provisional annual
cycle of business
PURPOSE
1. The purpose of this paper is to outline the dates for future meetings and the provisional cycle of business that needs to be transacted at these meetings.
DATES / POSSIBLE AGENDA ITEMS FOR FUTURE MEETINGS
2. The table in Appendix A provides the dates and provisional cycle of business for meetings of the Council of Governors.
ELECTION OF THE LEAD GOVERNOR
3. As can be seen from Appendix A, it is proposed that the election for Lead Governor will take place in September 2016. In accordance with section 11 of Annex 6 of the Constitution, the Council of Governors shall appoint one of the Governors as Lead Governor for a period of 12 months. The role of Lead Governor is described in section 6B of the Governor’s Handbook (see paper supporting Item D3), together with the process to appoint the Lead Governor, as the following extract describes:
“3. The process for the appointment of a Lead Governor will be coordinated by the Trust Secretary. Candidates for the position of Lead Governor will be invited to self-nominate by means of a statement to the Council setting out their suitability for the role.
4. The Council of Governors will consider nominations and elect a
candidate by means of a ballot at a general meeting. The candidate polling the highest number of votes will be appointed. Where an equality of votes is found to exist, the Trust Secretary will decide between the candidates by a lot and proceed as if the candidate on whom the lot falls had received an additional vote”
Extract from section 6B of the Governor’s Handbook
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4. The Trust Secretary will write to all Governors in August 2016 to seek nominations and request a supporting statement, for return by Wednesday 14 September 2016. The Trust Secretary will then compile a paper of all the nominees supporting statements which will then be submitted to the Council meeting being held on 28 September 2016 when the ballot can take place.
CHAIRMAN AND NON-EXECUTIVE DIRECTORS
5. One of the key roles of the Council of Governors is the appointment, re-appointment or removal of the Chairman and Non-Executive Directors. As has been highlighted in the paper supporting Item D2, Governors will be asked to commission a Board Skills Report which will help Governors consider what will be the future requirements for Non-Executive Directors.
6. As you can see from the table, the Council is being asked to consider the re-appointment of Non-Executive Directors at the times specified so that, should the Council decide not to extend a Non-Executives term of office (shown in brackets on the table), arrangements can then be made to advertise and appoint a new Non-Executive.
VENUES
7. The venues for all these meetings are yet to be confirmed. Upon the acquisition of Calderstones and the election of the new Governors, arrangements will need to be made to use a range of venues for the Council of Governors meetings so they can be accessible to the trust’s membership.
RECOMMENDATION
8. The Council of Governors is asked to:
a) note the dates for future meetings and the provisional annual cycle of business.
ANDY MEADOWS TRUST SECRETARY
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Appendix A
PROPOSED DATES AND CYCLE OF BUSINESS
DATE BUSINESS Weds 28 September 2016
(3.30 p.m. to 5.00 p.m.) Venue – Aintree Racecourse
• Report on Financial and Activity Performance • Appoint the Lead Governor (see paragraph 3 above) • Agree remuneration and terms of service for the
Chairman and Non-Executive Directors (taking account of the recommendations of the Nominations and Remuneration Committee)
• Consider advertising for vacant Non-Executive Director post (taking account of the recommendations of the Nominations and Remuneration Committee)
• Agree process for the appraisal of the Chairman and Non-Executive Directors (taking account of the recommendations of the Nominations and Remuneration Committee)
• Consider the establishment of an Audit Committee (to oversee the appointment of the Trust’s external auditor from 1 April 2017)
• Consider the establishment of other Committees or working groups
Note – same day as the trust’s Annual General Meeting • 9.30 a.m. to 10.00 a.m. - Marketplace • 10.00 a.m. to 12 noon – AGM • 12 noon to 1.00 p.m. – Lunch / Marketplace • 1.00 p.m. to 3.00 p.m. – Public Board of Directors • 3.00 p.m. to 3.30 p.m. – Break • 3.30 p.m. to 5.00 p.m. – Public Council of Governors
Thursday 12 January 2017 (4.00 p.m. to 6.00 p.m.)
Venue - tbc
• Report on Financial and Activity Performance • Report of the review of the Trust’s strategy and
operational plan • Verbal Update from the Chief Executive • Verbal Update from the Chairman • Report from Non-Executive Directors • Feedback from Council of Governors Committees • Consider appointment to the vacant Non-Executive
Director post (taking account of the recommendations of the Nominations and Remuneration Committee)
• Consider the re-appointment of Gerry O’Keeffe (17 April 2017) and Pam Williams (14 June 2017) as Non-Executive Directors (taking account of the recommendations of the Nominations and Remuneration Committee)
• Consider advertising for Non-Executive Director posts to replace Matt Birch (31 August 2017) and Brenda Roe (15 May 2019), who have both indicated they do not wish to serve the remainder of their terms of office (taking account of the recommendations of the Nominations and Remuneration Committee)
• Agree the appointment of the Trust’s external auditor from 1 April 2017 (taking account of the recommendation of the Audit Committee)
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DATE BUSINESS Thursday 27 April 2017 (4.00 p.m. to 6.00 p.m.)
Venue - tbc
• Report on Financial and Activity Performance • Verbal Update from the Chief Executive • Verbal Update from the Chairman • Report from Non-Executive Directors • Feedback from Council of Governors Committees • Comment on the annual corporate governance and
other self-assessment statements which need to be submitted to NHS Improvement
• Consider the establishment of a working group to review the trust’s Constitution
Weds 26 July 2017 (3.30 p.m. to 5.00 p.m.)
Venue – tbc
• Report on Financial and Activity Performance • Verbal Update from the Chief Executive • Verbal Update from the Chairman • Report from Non-Executive Directors • Feedback from Council of Governors Committees • Consider the re-appointment of Beatrice Fraenkel (3
November 2017) and Nick Williams (31 December 2017) as Chairman and Non-Executive Director respectively (taking account of the recommendations of the Nominations and Remuneration Committee)
